PATIENT INFOSYSTEMS, INC.
SERIES D CONVERTIBLE PREFERRED STOCK
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of April
10, 2003 by and among Patient Infosystems, Inc., a Delaware corporation having
its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(the "Company"), and each of the persons and entities (all such purchasers
referred to herein as "Purchasers") who have purchased shares of the Company's
Series D Convertible Preferred Stock or shall purchase shares of the Company's
Series D Convertible Preferred Stock as further provided in Section 14 herein
(the "Series D Preferred" and all such Preferred Stock and the Common Stock into
which the Series D Preferred is convertible referred to herein as "Securities").
RECITALS:
A. In connection with the issuance and sale of shares of the Series D
Preferred, the Company has granted registration and other rights to the
Purchasers of the Series D Preferred.
B. The Company desires to set forth the rights and obligations of the parties
herein in connection with the completion of an equity financing involving
the sale of the Series D Preferred.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
"Act" shall mean the Securities Act of 1933, as amended.
"Commission" shall mean the United States Securities and Exchange
Commission or any other federal agency at the time administering the Act.
"Common Stock" shall mean the Company's common stock, $.01 par value.
"Conversion Stock" shall mean the shares of the Company's Common Stock
issuable or issued upon conversion or exercise of, or otherwise deemed to
be a part of, the Series D Preferred.
"Holder" shall mean the Purchasers holding Registrable Securities and any
person holding such securities to whom the rights under this Agreement have
been transferred in accordance with Section 11 hereof.
"Initiating Holders" shall mean any Holder or Holders who in the aggregate
hold at least sixty percent (60%) of the Registrable Securities at the time
of the relevant event.
"Registrable Securities" shall mean (i) the Conversion Stock; and (ii) any
Common Stock issued or issuable with respect to the Conversion Stock upon
any stock split, stock dividend, recapitalization, or similar event;
provided, however, that shares of Common Stock or other securities shall no
longer be treated as Registrable Securities after they have been sold to or
through a broker or dealer or underwriter in a public distribution or a
public securities transaction, whether in a registered offering, pursuant
to Rule 144, or otherwise.
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses incurred by the Company in
complying with Sections 5, 6, and 7 hereof, including, without limitation,
all registration, qualification, and filing fees, printing expenses, escrow
fees, fees and disbursements of counsel for the Company, blue sky fees and
expenses, the expense of any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of
the Company, which shall be paid in any event by the Company). Registration
Expenses shall not include expenses of the holders of Registrable
Securities to the extent limited or precluded in applicable blue sky laws.
Registration Expenses shall not include selling commissions, underwriting
discounts, other compensation paid to underwriters or other agents or
brokers to effect the sale, stock transfer taxes, or counsel of any Holder
or Holders.
"Restricted Securities" shall mean the securities of the Company required
to bear the legend set forth in Section 2 hereof.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions, and stock transfer taxes, and costs of special counsel to the
Holders (other than as described in the definition of "Registration
Expenses" above and as limited by Section 8), if any, applicable to the
securities registered by the Holders.
2. Restrictive Legend. Each certificate representing (i) the Securities,
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(ii) the Conversion Stock, and (iii) any other securities issued in respect
of the Securities, upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted
by the provisions of Section 4 hereof) be stamped or otherwise imprinted
with a legend in substantially the following form (in addition to any
legend required under applicable securities laws of any state or foreign
jurisdiction), as and if appropriate:
(a) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN
EXEMPTION THEREFROM. THE SHARES MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON THE DELIVERY TO THE
COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND THE
SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED, INCLUDING, IN THE COMPANY'S SOLE DISCRETION, THE WRITTEN
AGREEMENT OF ANY PROPOSED TRANSFEREE TO BE BOUND BY THE FOREGOING
RESTRICTIONS ON TRANSFER.
(b) Each Holder consents to the Company's making a notation on its records
and giving instructions to any transfer agent of the Securities or the
Conversion Stock in order to implement the restrictions on transfer
established in this Agreement.
3. Notice of Proposed Transfers.
(a) Each Holder by acceptance of the Restricted Securities agrees to
comply in all respects with the provisions of this Section 3;
provided, however, that the restrictions on transfer as set forth
herein shall be subject to any superseding agreement that may exist
between the Holder and the Company. Prior to any proposed sale,
assignment, transfer, or pledge of any Restricted Securities, unless
there is in effect a registration statement under the Act covering the
proposed transfer, the Holder thereof shall give written notice to the
Company of such Holder's intention to effect such transfer, sale,
assignment, or pledge (the "Transfer Notice"). The Transfer Notice
shall describe the manner and circumstances of the proposed transfer,
sale, assignment, or pledge in sufficient detail, including (i) the
number or amount of the Restricted Securities to be sold or
transferred; (ii) the price for which the Holder proposes to sell,
transfer, or assign the Restricted Securities; and (iii) the name of
the proposed purchaser or transferee. Each such notice shall also be
accompanied, if requested by the Company and at such Holder's expense,
by an unqualified written opinion of legal counsel who shall and whose
legal opinion shall be satisfactory to the Company, which opinion
shall be addressed to the Company to the effect that the proposed
transfer of the Restricted Securities may be effected without
registration under the Act.
(b) Each certificate evidencing the Restricted Securities transferred as
provided above shall bear, except if such transfer is made pursuant to
Rule 144 under the Act, the appropriate restrictive legends set forth
in Section 2 hereof, except that such certificate shall not bear the
restrictive legend set forth in Section 2(a) hereof if, in the opinion
of counsel for such Holder and counsel for the Company, such legend is
not required in order to establish compliance with any provision of
the Act.
4. Removal of Restrictions on Transfer of Securities. Any legend referred to
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in Section 2(a) hereof stamped or imprinted on a certificate evidencing
(i) the Securities; (ii) the Conversion Stock; or (iii) any other
securities issued in respect of the Securities, or the Conversion Stock
upon any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, and the stock transfer instructions and
record notations with respect to such security shall be removed and the
Company shall issue a certificate without such legend to the Holder of such
security if such security is registered under the Act or if such Holder
provides the Company with an opinion of counsel (which may be counsel for
the Company), reasonably satisfactory to the Company, to the effect that a
public sale or transfer of such security may be made without registration
under the Act or such Holder provides the Company with assurances, which
may, at the option of the Company, include an opinion of counsel
satisfactory to the Company, that such security can be sold pursuant to
Section (k) of Rule 144 under the Act.
5. Demand Registration.
(a) Request for Registration. In case the Company shall receive from
Initiating Holders a written request that the Company effect any
registration, qualification, or compliance with respect to the
Registrable Securities held by the Initiating Holders in connection
with an underwritten public offering of such Registrable Securities,
the Company shall:
(i) within thirty (30) days of the Company's receipt of such notice,
give written notice of the proposed registration, qualification,
or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect such
registration, qualification, or compliance (including, without
limitation, appropriate qualification under applicable blue sky
or other state securities laws and appropriate compliance with
applicable regulations issued under the Act and any other
governmental requirements or regulations) as may be so requested
and as would permit or facilitate the sale and distribution of
all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of
the Registrable Securities of any Holder or Holders joining in
such request as are specified in a written request received by
the Company within twenty (20) days after receipt of such written
notice from the Company; provided, however, that the Company
shall not be obligated to take any action to effect any such
registration, qualification, or compliance pursuant to this
Section 5:
(1) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process
in effecting such registration, qualification, or compliance
unless the Company is already subject to service in such
jurisdiction and except as may be required by the Act;
(2) prior to the first sale of the Company's Common Stock to the
general public pursuant to a registration statement filed
and declared effective by the Commission under the Act;
(3) prior to the date six months immediately following the
effective date of any registration statement pertaining to
an underwritten public offering of securities of the Company
(other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan);
(4) after the Company has effected one such registration
pursuant to this Section 5(a)(ii), and such registration has
been declared or ordered effective;
(5) at any time during which the Company is qualified to use
Form S-3 for registration of the Registrable Securities; or
(6) if the Company shall furnish to such Holders a certificate
signed by the President of the Company stating that in the
good faith judgment of the Board of Directors it would be
seriously detrimental to the Company or its stockholders for
a registration statement to be filed in the near future,
then the Company's obligation to use its best efforts to
register, qualify or comply under this Section 5(a)(ii)(6)
shall be deferred for a period of up to one hundred eighty
(180) days; provided, however, that the Company shall not
exercise such right more than once in any twelve-month
period.
Subject to the foregoing clauses (1) through (6), the Company
shall file a registration statement covering the Registrable
Securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Initiating
Holders.
(b) Underwriting. The right of any Holder to registration pursuant to
Section 5 shall be conditioned upon such Holder's participation in the
underwriting arrangements required by this Section 5(b), and the
inclusion of such Holder's Registrable Securities in the underwriting
to the extent requested shall be limited to the extent provided
herein.
The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with a managing underwriter of recognized national standing
selected for such underwriting by the Company and reasonably acceptable to a
majority of the Holders proposing to distribute their securities through such
underwriting. Notwithstanding any other provision of this Section 5, if the
managing underwriter advises the Initiating Holders in writing that marketing
factors require a limitation on the number of shares to be underwritten, then
the Company shall so advise all Holders of Registrable Securities, and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all such Holders thereof
in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders at the time of filing the
registration statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest one hundred (100) shares.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company, the managing underwriter, and the Initiating Holders. The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution prior to one hundred eighty (180) days
after the effective date of such registration; provided, however, that if by the
withdrawal of such Registrable Securities a greater number of Registrable
Securities held by other Holders may be included in such registration (up to the
maximum of any limitation imposed by the underwriters), then the Company shall
offer to all other Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities in the same
proportion used in determining the underwriter limitation in this Section 5(b).
If the underwriter has not limited the number of Registrable Securities to
be underwritten, the Company may include securities for its own account or the
account of others if the underwriter so agrees and if the number of Registrable
Securities that would otherwise have been included in such registration and
underwriting shall not thereby be limited.
6. Company Registration.
(a) Notice of Registration. If at any time or from time-to-time, the
Company shall determine to register any of its securities, either for
its own account or the account of a Holder or Holders, other than (i)
a registration relating solely to employee benefit plans; (ii) a
registration relating solely to a Commission Rule 145 transaction; or
(ii) a registration pursuant to Section 5 hereof, the Company shall:
(i) promptly give to each Holder written notice thereof; and
(ii) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests, made within twenty (20) days after
receipt of such written notice from the Company, by any Holder.
(b) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice
given pursuant to Section 6(a)(i). In such event, the right of any
Holder to registration pursuant to this Section 6 shall be conditioned
upon such Holder's participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company) enter into
an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company.
Notwithstanding any other provision of this Section 6, if the managing
underwriter determines that marketing factors require a limitation on
the number of shares to be underwritten, the managing underwriter may
limit or exclude from such underwriting the Registrable Securities and
other securities of the Holders to be distributed. The Company shall
so advise all Holders distributing their securities through such
underwriting of such limitation or exclusion and, if applicable, the
number of shares of Registrable Securities that the managing
underwriter determines may be included in the registration and
underwriting shall be allocated among all Holders in proportion, as
nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement. To facilitate the allocation of shares in accordance with
the above provisions, the Company may round the number of shares
allocated to any Holder or holder to the nearest one hundred (100)
shares.
If any Holder of Registrable Securities disapproves of the terms
of the underwriting, such Holder may elect to withdraw therefrom by
providing written notice to the Company and the managing underwriter.
Any securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration and shall not be transferred in a
public distribution prior to one hundred eighty (180) days after the
effective date of the registration statement relating thereto;
provided, however, that if by the withdrawal of such Registrable
Securities a greater number of Registrable Securities held by other
Holders may be included in such registration (up to the maximum of any
limitation imposed by the underwriters), then the Company shall offer
to all other Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities in
the same proportion used in determining the underwriter limitation in
this Section 6(b).
(i) Right to Terminate Registration. The Company shall have the right
to terminate or withdraw any registration initiated by it under
this Section 6 prior to the effectiveness of such registration
whether or not any Holder has elected to include securities in
such registration.
7. Expenses of Registration. All Registration Expenses incurred in connection
with registrations pursuant to Sections 5 and 6 shall be borne by the
Company. All Selling Expenses relating to securities registered on behalf
of the Holders shall be borne by the Holders of securities included in such
registration pro rata with the Company and among each other on the basis of
the number of shares so registered.
8. Registration Procedures. Whenever required under this Agreement to effect
the registration of Registrable Securities, the Company shall:
(a) Prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least
ninety (90) days or until the distribution described in the
Registration Statement has been completed;
(b) Prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all
securities covered by such registration statement;
(c) Furnish to the Holders participating in such registration and to the
underwriters of the securities being registered such reasonable number
of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities;
(d) Use its best efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this
Agreement, on the date that such Registrable Securities are delivered
to the underwriters for sale in connection with a registration
pursuant to this Agreement, (i) an opinion, dated such date, of
counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of
Registrable Securities and (ii) a letter dated such date, from the
independent accountants of the Company, in form and substance as is
customarily given by independent accountants to underwriters in an
underwritten public offering, addressed to the underwriters, if any,
and to the Holders requesting registration of Registrable Securities;
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement;
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any
event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;
(g) Cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such
Registrable Securities and their respective counsel in connection with
any required filings with the National Association of Securities
Dealers, Inc.;
(h) Cause such Registrable Securities registered pursuant hereunder to be
listed on each securities exchange or each inter-dealer quotation
system on which similar securities issued by the Company are then
listed or quoted; and
(i) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date
of such registration.
9. Indemnification.
(a) To the extent permitted by law, the Company shall indemnify each
Holder, each of its officers, directors, and partners, and each person
controlling such Holder within the meaning of Section 15 of the Act,
with respect to which registration, qualification, or compliance has
been effected pursuant to this Agreement, and each underwriter, if
any, and each person who controls any underwriter within the meaning
of Section 15 of the Act, against all expenses, claims, losses,
damages, or liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced
or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular, or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission
(or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, or any
violation by the Company of the Act or any rule or regulation
promulgated under the Act or any state securities law or regulation
applicable to the Company in connection with any such registration,
qualification, or compliance, and the Company shall reimburse each
such Holder, each of its officers, directors, partners, each person
controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing, or
defending any such claim, loss, damage, liability, or action; provided
that the Company shall not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of
or is based solely on any untrue statement or omission or alleged
untrue statement or omission, made solely in reliance upon and in
conformity with written information furnished to the Company by an
instrument duly executed by such Holder, controlling person, or
underwriter and stated to be specifically for use therein; and
provided further, that the Company shall not be liable to any
underwriter or any person who controls such underwriter for any claim,
loss, damage, liability or expense that arises out of or is based upon
any untrue statement or omission or alleged untrue statement or
omission made in a preliminary prospectus on file with the Commission
at the time the registration statement becomes effective or in the
amended prospectus filed with the Commission pursuant to Rule 424(b)
of the Act (the "Final Prospectus") if a copy of the Final Prospectus
was not furnished to the person asserting the claim, loss, damage,
liability or expense at or prior to the time such action is required
by the Act.
(b) Each Holder shall, if Registrable Securities held by such Holder are
included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify the Company,
each of its directors and officers, each underwriter, if any, of the
Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning
of Section 15 of the Act, and each other such Holder, each of its
officers, directors, and partners and each person controlling such
Holder within the meaning of Section 15 of the Act, against all
claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse the Company,
such Holders, such directors, officers, persons, underwriters, or
control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim,
loss, damage, liability or action, in each case to the extent, but
only to the extent, (i) of each Holder's investment in Series D
Preferred and (ii) that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular, or other
document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder
and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this Section 9 (the
"Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting
therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by
the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense
at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Agreement unless
the failure to give such notice is materially prejudicial to an
Indemnifying Party's ability to defend such action and provided
further, that the Indemnifying Party shall not assume the defense for
matters as to which there is a conflict of interest or separate and
different defenses but shall bear the expense of such defense
nevertheless. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
(d) The obligations of the Company and the Holders under this Section 9
shall survive the completion of any offering of Registrable Securities
in a registration statement pursuant to this Agreement.
10. Information by Holder. The Holder or Holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder or Holders, the Registrable Securities held by them,
and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any
registration, qualification, or compliance referred to in this Agreement.
11. Transfer of Registration Rights. The rights to cause the Company to
register securities granted Holders under Sections 5 and 6 may be assigned
to a transferee or assignee in connection with any transfer or assignment
of Registrable Securities by a Holder of not less than 25,000 shares of
Registrable Securities (subject to the limitations of Section 3), or to any
transferee or assignee who is a constituent partner of a Holder or the
estate of such constituent partner, provided that such transfer may
otherwise be effected in accordance with applicable securities laws, and
notice of such transfer is provided promptly to the Company.
12. Standoff Agreement. Each Holder agrees in connection with any underwritten
public offering of securities by the Company, upon request of the Company
or the underwriters managing such offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any Registrable Securities (other than those
included in the registration and other than to affiliates of the Holder who
shall agree to be similarly bound) without the prior written consent of the
Company or such underwriters, as the case may be, for such period of time
(not to exceed, in any event, one hundred eighty (180) days)) from the
effective date of such registration as may be requested by the
underwriters; provided, however, that the Holders shall have no such
obligation under this Section 12 unless the officers and directors of the
Company who own stock of the Company shall also agree to such restrictions.
13. Notices, etc. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
delivery to the party to be notified in person or by courier service or
five (5) days after deposit with the United States mail, by registered or
certified mail, postage prepaid, addressed (a) if to a Holder of any
Registrable Securities, to such address as such Holder shall have furnished
the Company in writing, or, until any such Holder so furnishes an address
to the Company, then to and at the address of the last Holder of such
securities who has so furnished an address to the Company, or (b) if to the
Company, to its address set forth on the first page of this Agreement and
addressed to the attention of the Chief Financial Officer, or at such other
address as the Company shall have furnished to the Holders in writing.
14. Additional Investors. The Holders and the Company hereby agree that any
party who becomes a party to the Note and Stock Purchase Agreement by and
between the Holders and the Company of even date herewith shall become a
party to this Agreement, without obtaining the signature, consent or
permission of any other party to this Agreement, by executing a counterpart
signature page to this Agreement. As of the date of execution of such
counterpart signature page, the term "Holder" for purposes of this
Agreement shall be deemed to include such additional investor and the term
"Purchaser" for purposes of this Agreement shall be deemed to include such
additional investor.
15. Amendment. Any provision of this Agreement may be amended, waived or
modified upon the written consent of (i) the Company and (ii) holders of a
majority of the outstanding shares of Registrable Securities. Any Holder
may waive any of his or her rights or the Company's obligations hereunder
without obtaining the consent of any other person.
16. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original and all of which together shall
constitute one instrument.
17. Governing Law. This Agreement shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date set forth above.
"COMPANY"
PATIENT INFOSYSTEMS, INC.
a Delaware corporation
By: /s/Xxxxx Xxxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxxx
Title: President
"PURCHASERS"
Principal Life Insurance Company
By: /s/Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
By: /s/Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Counsel
/s/Xxxx Xxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxx, Individually
Xxxxx Fargo Bank IA N.A. trustee of the
Xxx Xxxxxxxxx Inter Vivos Trust
By: /s/Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
Pappajohn Xxxxxxx Xxxx Xxxxxxx PC Profit Sharing Plan FBO
Xxxxxxxx X. Xxxxxxxxx
By: /s/Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: Trustee
