Exhibit 10.70
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of the date set
forth below by and among ARCADIA RESOURCES, INC., a Nevada Corporation
("Arcadia"), PRAIRIE STONE PHARMACY, LLC, a Delaware limited liability company
("Company"), and AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation
("ABDC"), LUNDS, INC., a Minnesota corporation ("Lunds"), LFHI RX, LLC, a
Minnesota limited liability company ("Lunds Rx"), XXXXXX X. XXXXXXXXXX, a
Minnesota resident ("Xxxxxxxxxx"), XXXX X. XXXXX, an Indiana resident ("Xxxxx")
and XXXXX X. XXXXXXX, a Minnesota resident ("Xxxxxxx"), in conjunction with a
Limited Liability Ownership Interest Purchase Agreement (the "Purchase
Agreement") dated as of January 28, 2007. ABDC, Lunds, Lunds Rx, Xxxxxxxxxx,
Xxxxx and Xxxxxxx are each individually referred to herein as a "Seller" and
collectively and jointly and severally referred to herein as the "Sellers."
Capitalized terms used and not defined herein shall have the respective meanings
ascribed to them in the Purchase Agreement.
RECITALS
WHEREAS, Arcadia has purchased all the issued and outstanding units,
ownership interests and other equity securities of the Company (the
"TRANSACTION"); and
WHEREAS, as consideration for the Transaction, the Sellers have received,
at Closing, 8,000,000 shares of the Common Stock of Arcadia, $0.001 par value,
and ABDC has received at Closing 1,926,337 shares of the Common Stock of
Arcadia, $0.001 par value in satisfaction of certain debts of the Company to
ABDC (collectively, the "CLOSING SHARES"); and
WHEREAS, subject to and under the terms of the Purchase Agreement, the
Sellers are potentially eligible to receive, on certain future dates, up to
10,073,663 shares of the Common Stock of Arcadia, $0.001 par value, in addition
to the Closing Shares (the "ADDITIONAL SHARES," and together with the Closing
Shares, the "SHARES"); and
WHEREAS, the execution and delivery of this Agreement by Arcadia is a
condition to the completion of the Transaction.
NOW, THEREFORE, the parties hereto agree as follows:
1. REGISTRATION PROCEDURES AND EXPENSES. Arcadia shall:
(A) subject to receipt of the information described in the final
paragraph of this Section 1 from the Sellers, prepare and file with the
Securities and Exchange Commission ("SEC"), before the later of (i) forty-five
(45) Calendar Days after the Closing Date; or (ii) ten (10) Calendar Days after
receipt by Arcadia of the Audited Financial Statements and related independent
accountants report and consent required by Section 4.11 of the Purchase
Agreement (the "REQUIRED FILING DATE"), a Registration Statement on Form S-3 or
such other form as is available to Arcadia to enable the resale of the Shares by
the Sellers from time to time;
(B) use its best efforts, subject to receipt of the information
described in the final paragraph of this Section 1 from the Sellers, to cause
the Registration Statement to become effective within ninety (90) Calendar Days
after filing, or, in the event of a full review by the SEC, within one hundred
twenty (120) Calendar Days after filing (the "REQUIRED EFFECTIVE DATE").
Notwithstanding the
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foregoing, in the event that the Company is notified by the SEC that the
Registration Statement will not be reviewed, or is no longer subject to further
review and comments, the Required Effective Date shall be no later than five (5)
Business Days following the Company's being so notified. If the Registration
Statement has not been declared effective by the SEC on or before the Required
Effective Date because of Arcadia's breach of this provision, then the Sellers
shall be entitled to receive from Arcadia, pro rata, as their sole legal remedy
for such breach, an aggregate number of shares of Common Stock equal to 1% of
the number of Closing Shares for each month after the Required Effective Date
that the Registration Statement is not declared effective, up to a maximum
aggregate amount of 5% of the Closing Shares (the "Penalty Shares"). In the
event of changes in the outstanding Common Stock of the Company by reason of a
stock dividend, stock split, reverse stock split, reorganization,
recapitalization, merger, consolidation, liquidation, separation, combination or
exchange of stock, change in the Company's business structure or sale or
transfer of all or any part of the Company's business or assets (referred to as
a "Capital Adjustment"), the number of Penalty Shares shall be adjusted
consistent with such Capital Adjustment;
(C) use its best efforts to prepare and file with the SEC such
amendments and supplements to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement current and effective for a
period ending on the earlier of (i) the date on which the Seller may sell all
Shares received by such Seller in this Transaction pursuant to paragraph (k) of
Rule 144 under the Securities Act or any successor rule ("RULE 144") or (ii)
such time as all Shares received by such Seller in this Transaction have been
sold pursuant to a registration statement or Rule 144, and to notify each Seller
promptly upon the Registration Statement and each post-effective amendment
thereto being declared effective by the SEC;
(D) furnish to the Seller, at the Seller's request, the
Registration Statement and the Prospectus in electronic format (including
supplemental prospectuses), in order to facilitate the public sale or other
disposition of all or any of the Shares by the Seller.
Not less than five Trading Days prior to the filing of each Registration
Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated or deemed to be incorporated
therein by reference), the Company shall, (i) furnish to each Seller copies of
all such documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the
review of such Sellers, and (ii) cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Sellers holding a majority of the
Shares shall reasonably object in good faith, provided that, the Company is
notified of such objection, including the substance of such objection, in
writing no later than 5 Trading Days after the Sellers have been so furnished
copies of such documents.
It shall be a condition precedent to the obligations of Arcadia to take any
action pursuant to this Section 1 that the Seller shall furnish to the Arcadia
such information and representations requested by Arcadia regarding Seller, the
Shares to be sold by Seller, and the intended method of disposition of such
securities as shall be required to effect the registration of the Shares,
amendments to the Registration Statement, and/or sale under Rule 144.
2. TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.
(A) The Seller agrees that it will not effect any disposition or
other transfer of the Shares or its right to purchase the Shares that would
constitute a sale within the meaning of the
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Securities Act other than transactions exempt from the registration requirements
of the Securities Act and transactions pursuant to the Registration Statement,
and that it will promptly notify Arcadia of any material changes in the
information set forth in the Registration Statement regarding the Seller or its
plan of distribution.
(B) Except in the event that paragraph (c) below applies, Arcadia
shall: (i) if deemed necessary by Arcadia, prepare and file from time to time
with the SEC a post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that such Registration Statement will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and so that, as
thereafter delivered to purchasers of the Shares being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and (ii) provide the Seller with electronic access to any
documents filed pursuant to Section 2(b)(i).
(C) Subject to paragraph (d) below, in the event: (i) of any
request by the SEC or any other federal or state governmental authority during
the period of effectiveness of the Registration Statement for amendments or
supplements to the Registration Statement or related Prospectus or for
additional information; (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose; (iii) of the receipt by Arcadia of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; or (iv) of any event or circumstance which necessitates the making of
any material changes in the Registration Statement or Prospectus, or any
document incorporated or deemed to be incorporated therein by reference, so
that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; then Arcadia shall promptly deliver
a certificate in writing or electronically to the Seller (the "SUSPENSION
NOTICE") to the effect of the foregoing and, upon receipt of such Suspension
Notice, the Seller will refrain from selling any Shares pursuant to the
Registration Statement (a "SUSPENSION") until the Seller is advised in writing
by Arcadia that the current Prospectus may be used, and has received electronic
access to any additional or supplemental filings that are incorporated or deemed
incorporated by reference in any such Prospectus. In the event of any
Suspension, Arcadia will use its commercially reasonable efforts to cause the
use of the Prospectus so suspended to be resumed as soon as reasonably
practicable after delivery of a Suspension Notice to the Seller. In the event
that Arcadia fails to comply with the provisions of this Section 2(c), the sole
remedy, at law or equity, available to the Seller shall be an action for
specific performance. The Seller covenants that from the date hereof it will
maintain in confidence the receipt and content of any Suspension Notice provided
in accordance with this paragraph (c) in accordance with and subject to Section
4.6 of Annex I to the Securities Purchase Agreement.
(D) If a Suspension is not then in effect, the Seller may sell
Shares under the Registration Statement, provided that it complies with any
applicable prospectus delivery requirements, applicable law, and the terms and
conditions of this agreement.
(E) In the event of a sale of Shares by the Seller, unless such
requirement is waived by Arcadia in writing, the Seller, at the Seller's sole
cost, must also deliver to Arcadia's transfer
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agent, with a copy to Arcadia, such documentation reasonably requested by the
transfer agent including, without limitation, a Certificate of Subsequent Sale
substantially in the form attached hereto as Exhibit A, so that the Shares may
be properly transferred.
(F) Arcadia agrees that it shall, immediately prior to the
Registration Statement being declared effective, deliver to its transfer agent
an opinion letter of counsel, opining that at any time the Registration
Statement is effective, the transfer agent shall issue, in connection with the
sale of the Shares, certificates representing such Shares without restrictive
legend, provided the Shares are to be sold pursuant to the Prospectus contained
in the Registration Statement and the transfer agent receives all of the
documentation required by the transfer agent including the Certificate of
Subsequent Sale in the form attached hereto as Exhibit "A."
Arcadia shall cause its transfer agent to issue a certificate without any
restrictive legend to a purchaser of any Shares from the Seller at Seller's
expense and upon request of Seller, if (a) the sale of such Shares is registered
under the Registration Statement (including registration pursuant to Rule 415
under the Securities Act) and the Seller has delivered a Certificate of
Subsequent Sale to the Transfer Agent; (b) the holder has provided Arcadia with
an opinion of counsel reasonably acceptable to Arcadia, in form, substance and
scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Shares may be made without
registration under the Securities Act; or (c) such Shares are sold in compliance
with Rule 144 under the Securities Act. In addition, Arcadia shall, at the
Seller's expense and upon request of the Seller, remove the restrictive legend
from any Shares held by the Seller following the expiration of the holding
period required by Rule 144(k) under the Securities Act (or any successor rule).
3. INDEMNIFICATION. For the purpose of this Section 3:
(A) the term "SELLING SHAREHOLDER" shall mean the Seller, the
officers, directors, agents, and brokers and investment advisors of such Seller,
each of their employes, and each person, if any, who controls the Seller within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act;
(B) the term "REGISTRATION STATEMENT" shall mean the final
Prospectus, supplement or amendment thereto (or deemed to be a part thereof)
referred to in Section 1; and
(C) the term "UNTRUE STATEMENT" shall mean any material untrue
statement, or any material omission of a statement of a material fact required
to be made therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not materially misleading.
(D) (i) Arcadia agrees to indemnify and hold harmless each
Selling Shareholder from and against any losses, liabilities, claims, damages,
cost or expenses (including without limitation reasonable attorneys fees)
(collectively "Losses") which such Selling Shareholder may incur (under the
Securities Act or otherwise) insofar as such Losses or damages arise out of (i)
any Untrue Statement of a material fact, or alleged Untrue Statement, contained
in the Registration Statement, any prospectus or form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus; or (ii) any
inaccuracy in the representations of Arcadia contained in this Agreement.
Arcadia will reimburse such Selling Shareholder for any reasonable legal expense
incurred or any out of pocket expenses reasonably incurred in defending any such
claim or action; provided, however, that Arcadia shall not be liable in any such
case to the extent that such Loss arises out of, or is based upon, an Untrue
Statement made in such Registration Statement in reliance upon and in conformity
with written information furnished to Arcadia by or on behalf of such Selling
Shareholder for use in preparation of the
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Registration Statement, or any inaccuracy in representations made by such
Selling Shareholder in the Seller Questionnaire, in either case provided that
the Selling Shareholder has been provided a reasonable opportunity to review the
prospectus, registration statement, amendment or supplement before its use or
filing.
(II) The Seller agrees to indemnify and hold harmless
Arcadia (and each person, if any, who controls Arcadia within the meaning of
Section 15 of the Securities Act, each officer of Arcadia who signs the
Registration Statement and each director of Arcadia) from and against any
losses, liabilities, claims, damages, cost or expenses (including without
limitation reasonable attorneys fees) (collectively "Losses") to which Arcadia
(or any such officer, director or controlling person) may become subject (under
the Securities Act or otherwise), insofar as such loss or damage (or actions or
proceedings in respect thereof) arise out of, or are based upon, (i) any Untrue
Statement of a material fact contained in the Registration Statement any
prospectus or form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus if, and only if, such Untrue Statement was made in
reliance upon and in conformity with written information furnished by or on
behalf of the Seller specifically for use in preparation of the Registration
Statement, provided that the Seller has been provided a reasonable opportunity
to review the prospectus, registration statement, amendment or supplement before
its use or filing; or (ii) any inaccuracy in the representations of the Seller
contained in this Agreement. The Seller will reimburse Arcadia (or such officer,
director or controlling person), as the case may be, for any reasonable legal
expense or other actual accountable out-of-pocket expenses reasonably incurred
in defending any such claim, action or proceeding.
(III) Promptly after receipt by any indemnified person of a
notice of a claim or the beginning of any action in respect of which indemnity
is to be sought against an indemnifying person pursuant to this Section 3, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 3 (except to the extent that such
omission materially and adversely affects the indemnifying party's ability to
defend such action) or from any liability otherwise than under this Section 3.
Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, shall be entitled to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified person. After notice
from the indemnifying person to such indemnified person of its election to
assume the defense thereof (unless it has failed to assume the defense thereof
and appoint counsel reasonably satisfactory to the indemnified party), such
indemnifying person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in connection with the
defense thereof; provided, however, that if there exists or shall exist a
conflict of interest that would make it inappropriate, in the reasonable opinion
of counsel to the indemnified person, for the same counsel to represent both the
indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at
the expense of such indemnifying person; provided, however, that no indemnifying
person shall be responsible for the fees and expenses of more than one separate
counsel (together with appropriate local counsel) for all indemnified parties.
In no event shall any indemnifying person be liable in respect of any amounts
paid in settlement of any action unless the indemnifying person shall have
approved the terms of such settlement; provided that such consent shall not be
unreasonably withheld. No indemnifying person shall, without the prior written
consent of the indemnified person, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified person is or could
reasonably have been a party and indemnification could have been sought
hereunder by such indemnified person, unless such settlement includes an
unconditional release of such indemnified person from all liability on claims
that are the subject matter of such proceeding.
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(IV) If the indemnification provided for in this Section 3
is unavailable to or insufficient to hold harmless an indemnified party under
paragraphs 3(d)(i) or 3(d)(ii) above in respect of any loss or damage (or
actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such loss or damage (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
Arcadia on the one hand and the Seller on the other in connection with the
statements or omissions or other matters which resulted in such loss or damage
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, in the case of an untrue statement, whether the untrue statement
relates to information supplied by Arcadia on the one hand or the Seller on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement. Arcadia and the Seller
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Sellers were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to above
in this subsection (d). The amount paid or payable by an indemnified party as a
result of the loss or damage (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any reasonable legal fees
incurred by such indemnified party in connection with defending any such action
or claim. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Sellers'
obligations in this subsection to contribute are several in proportion to their
sales of Shares to which such loss relates and not joint.
(E) The parties to this Agreement hereby acknowledge that they
are sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation, the
provisions of this Section 3, and are fully informed regarding said provisions.
They further acknowledge that the provisions of this Section 3 fairly allocate
the risks in light of the ability of the parties to investigate Arcadia and its
business in order to assure that adequate disclosure is made in the Registration
Statement as required by the Securities Act and the Exchange Act.
4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed by this Agreement upon the transferability of the Shares shall cease and
terminate as to any particular number of the Shares when such Shares shall have
been effectively registered under the Securities Act and sold or otherwise
disposed of in accordance with the intended method of disposition set forth in
the Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory to Arcadia shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act.
5. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be delivered (A) if within the United
States, by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if from
outside the United States, by International Federal Express (or comparable
service) or facsimile, and shall be deemed given (i) if delivered by first-class
registered or certified mail domestic, upon the Business Day received, (ii) if
delivered by nationally recognized overnight carrier, one (1) Business Day after
timely delivery to such carrier, (iii) if delivered by International Federal
Express (or comparable service), two (2) Business Days after timely delivery to
such carrier, (iv) if delivered by facsimile, upon electric confirmation of
receipt and shall be addressed as follows, or to such other address or addresses
as may have been furnished in writing by a party to another party pursuant to
this paragraph:
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(A) if to Arcadia, to:
Arcadia Resources, Inc.
000 0xx Xxxxxx Xxxxx, Xxxxx 0
Xxxxxx, XX 00000
Attention: Chairman and CEO
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxx, Xxxxxxx and Xxxxx, PLC
Attention: Xxxxxxx Xxxxxx
000 Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(B) if to another party, at its address on the signature page to
the Purchase Agreement.
6. AMENDMENTS; WAIVER. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by Arcadia and the Seller. Any
waiver of a provision of this Agreement must be in writing and executed by the
party against whom enforcement of such waiver is sought.
7. HEADINGS. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
8. ENTIRE AGREEMENT; SEVERABILITY. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter hereof
and supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof. If any provision contained in this Agreement is
determined to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Michigan, without giving
effect to the principles of conflicts of law.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
Dated as of: February ____, 2007
ARCADIA RESOURCES, INC. PRAIRIE STONE PHARMACY, LLC
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
AMERISOURCEBERGEN DRUG CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
LUNDS, INC. LFHI RX, LLC
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
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------------------------------------- ----------------------------------------
XXXXXX X. XXXXXXXXXX XXXX X. XXXXX
-------------------------------------
XXXXX X. XXXXXXX
[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]
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EXHIBIT A
ARCADIA RESOURCES, INC.
CERTIFICATE OF SUBSEQUENT SALE
National City Bank
______________________
______________________
RE: Sale of Shares of Common Stock of Arcadia Resources, Inc. (the
"Company") pursuant to the Company's Prospectus dated _______________,
20__ (the "Prospectus")
Dear Sir/Madam:
The undersigned hereby certifies, in connection with the sale of shares of
Common Stock of the Company included in the table of Selling Shareholders in the
Prospectus, that the undersigned has sold the Shares pursuant to the Prospectus
and in a manner described under the caption "Plan of Distribution" in the
Prospectus and that such sale complies with all applicable securities laws,
including, without limitation, the Prospectus delivery requirements of the
Securities Act of 1933, as amended.
Selling Shareholder (the beneficial owner): _______________________________
Record Holder (e.g., if held in name of nominee): _________________________
Restricted Stock Certificate No.(s): ______________________________________
Number of Shares Sold: ____________________________________________________
Date of Sale: _____________________________________________________________
In the event that you receive a stock certificate(s) representing more
shares of Common Stock than have been sold by the undersigned, then you should
return to the undersigned a newly issued certificate for such excess shares in
the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you
should place a stop transfer on your records with regard to such certificate.
Dated: Very truly yours,
------------------------------
By:
------------------------------------
Print Name:
----------------------------
Title:
---------------------------------
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