Exhibit 10.23
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement (this "First
Amendment"), is made by and between Optika Inc., a Delaware corporation (the
"Company") and the investors set forth on the signature page hereto (the
"Purchasers"), as of this 7th day of May, 2001. The Company and the Purchasers
are also sometimes collectively referred to herein as the "Parties" and
individually as a "Party."
WHEREAS, the Parties, in addition to other parties set forth therein,
entered into that certain Registration Rights Agreement dated as of February 23,
2000 (the "Agreement");
WHEREAS, the Parties now desire to amend the Agreement pursuant to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in the Agreement and as hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. The first whereas clause of the Agreement is hereby amended in its
entirety to read as follows:
"WHEREAS, the Company proposes to issue and sell (i) an
aggregate of 731,851 shares of Series A Convertible Preferred Stock,
par value $0.001 per share (the "Preferred Stock") of the Company,
the terms of which are set forth in the Certificate of Designation
in the form of Exhibit 2.2 to the Purchase Agreement (as defined
below) and (ii) warrants (the "Warrants") to purchase an aggregate
of 307,298 shares of the Company's Common Stock, par value $0.001
per share (the "Common Stock"), the terms of which are set forth in
the Warrant Agreement attached in the form of Exhibit 1.2(b) to the
Purchase Agreement;"
2. The following is added after the fourth whereas clause in the
Agreement:
"WHEREAS, the Company and the Purchasers have entered into that
certain Exchange Agreement dated of even date herewith (the
"Exchange Agreement") under which the Company will (i) issue to the
Purchasers shares of the Series A-1 Convertible Preferred Stock,
$0.001 par value per share, of the Company (the "Securities"), in
exchange for the shares of Preferred Stock owned by such Purchaser,
on a one-share for one-share basis and (ii) purchase from the
Purchasers the Warrants for an aggregate purchase price of $0.01;
3. The definition of "Closing" in Section 4 of the Agreement is amended
in its entirety to read as follows:
"Closing" shall mean the date of the closing of the issuance of
the securities pursuant to the Exchange Agreement.
4. The definition of "Registrable Shares" in Section 1 of the Agreement
is amended by deleting the phrase "or pursuant to the Warrant Agreement" at the
end of such definition.
5. The definition of "Purchasers" in Section 1 of the Agreement is
amended in its entirety to read as follows:
"Purchasers" shall have the meaning assigned thereto in the
First Amendment."
6. The Company covenants and agrees that it will use its reasonable
efforts to take or cause to be taken, all actions and to do, or cause to be
done, all things necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this First Amendment.
7. This First Amendment and all rights hereunder may not be assigned or
transferred by either Party without the prior written consent of each of the
Parties hereto.
8. All capitalized terms used and not otherwise defined herein shall
have the same meanings as set forth in the Agreement.
9. Except as expressly modified by the terms hereof, the terms and
provisions of the Agreement shall remain in full force and effect as originally
written.
10. Signatures on this First Amendment may be communicated by facsimile
transmission and shall be binding upon the Parties transmitting the same by
facsimile transmission. If executed in counterparts, this First Amendment will
be as effective as if simultaneously executed.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.
OPTIKA INC.
By: /s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx
President
INVESTORS:
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC,
its general partner
By: Xxxxxx Xxxxxx Partners Group LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC,
its general partner
By: Xxxxxx Xxxxxx Partners Group LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
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TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC,
its general partner
By: Xxxxxx Xxxxxx Partners Group LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
XXXXXX XXXXXX CAPITAL PARTNERS
EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC,
its general partner
By: Xxxxxx Xxxxxx Partners Group LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC,
its general partner
By: Xxxxxx Xxxxxx Partners Group LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
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XXXXXX XXXXXX CAPITAL PARTNERS
(DUTCH), L.P.
By: Xxxxxx Xxxxxx Capital Partners
(Dutch) LLC, its general partner
By: Xxxxxx Xxxxxx Capital Partners LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
XXXXXX XXXXXX CAPITAL PARTNERS (DUTCH
II), L.P.
By: Xxxxxx Xxxxxx Capital Partners
(Dutch) LLC, its general partner
By: Xxxxxx Xxxxxx Capital Partners LLC,
its managing member
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:______________________________
Title:_____________________________
RKB CAPITAL, L.P.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: General Partner
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