EXHIBIT 4.3
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This Agreement No. 1 dated as of November 27, 1990 to the Purchase
Agreement, dated October 12, 1990 (the "Series C Agreement") by and among Bright
Horizons Children's Centers, Inc., a Delaware corporation (the "Company"), ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Wooden (the "Founders"), ▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Officers"), the investing entities whose names appear
at the end thereof (the "Investors"), and Boston Capital Ventures Limited
Partnership and Boston Capital Ventures II Limited Partnership (the "New
Investors").
WHEREAS, the Company wishes to issue and sell to the New Investors an
aggregate of 133,334 shares (the "New Shares") of Series C Convertible Preferred
Stock, $.01 par value, of the Company ("Series C Preferred Stock") and warrants
(the "New Warrants") to purchase an aggregate of 100,000 shares of Common Stock,
$.01 par value, of the Company under the terms and conditions set forth in the
Series C Agreement;
WHEREAS, the New Investors wish to purchase the New Shares and the New
Warrants on the terms and subject to the conditions set forth in the Series C
Agreement;
WHEREAS, the parties hereto wish to amend the Series C Agreement pursuant
to Section 11.02 thereof, as hereinafter provided;
NOW THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the parties hereto, constituting the holders in the
aggregate of no less than 75% of the outstanding shares of Stock, as defined in
the Series C Agreement, hereby agree as follows:
1. The parties hereby agree that the Company is purchasing from Norwest
Equity Partners IV, a Minnesota Limited Partnership, 26,667 shares of Series C
Preferred Stock and Warrants to purchase 20,000 shares of Common Stock, for an
aggregate price of $200,002.50.
2. The parties hereby agree that, upon completion of the transaction
referred to in paragraph 1 hereof, the New Investors are purchasing from the
Company an aggregate of 133,334 shares of Series C Preferred Stock identical in
rights and privileges to the shares of Series C Preferred Stock issued under the
Series C Agreement, and warrants dated as of the date hereof identical in form
and substance to the "Warrants" issued under the Series C Agreement for an
aggregate of 100,000 shares of Common Stock, and that the New Investors are
hereby made Investors under the Series C Agreement for all purposes thereunder
to the same extent as if the New Investors had been original signatories as
Investors under the Series C Agreement. The parties hereby further agree that
the New Shares and the New Warrants shall be "Stock" and "Warrants" for all
purposes and to the same extent as if they had been originally issued under the
Series C Agreement.
3. The Company and each of the Investors signing below hereby agree that
Exhibit 3.01 to the Series C Agreement is amended and restated in its entirety
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to be as set forth in Schedule I attached hereto. Wherever the Series C
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Agreement is itself referred to in the Series C Agreement it shall mean as
amended by this Amendment No. 1.
4. It is acknowledged by the undersigned that the New Investors, under a
separate instrument of even date herewith, shall become parties to the
Stockholders Agreement (as such Agreement is defined in the Series C Agreement)
by means of an amendment thereto. It is further agreed that, wherever used in
the Series C Agreement, the term "Stockholders Agreement" shall mean as so
amended.
5. The Investors hereby consent to the purchase by the Company of shares
of Series C Preferred Stock and Warrants as described in Paragraph 1 hereof and
waive all first refusal rights and rights of overallotment under Article IX of
the Series C Agreement with respect to (i) the offer and sale of the New Shares
and the New Warrants hereunder, and (ii) the issuance of Common Stock upon the
exercise of the Warrants.
6. Except as amended hereby, all of the terms and conditions of the Series
C Agreement shall continue in full force and effect and are hereby in all
respects ratified and confirmed.
7. This Agreement No. 1 shall be governed by, and construed and enforced
in accordance with, the laws of the Commonwealth of Massachusetts.
8. This Agreement No. 1 may be executed in two or more counterparts, all
of which taken together shall constitute one and the same instrument, and any
one of the parties hereto may execute this Amendment Agreement by signing any
such counterpart.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to
the Series C Convertible Preferred Stock and Warrant Purchase Agreement as of
the date first written above.
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COMPANY:
BRIGHT HORIZONS CHILDREN'S
CENTERS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________________
(Title)
FOUNDERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ Wooden
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▇▇▇▇▇▇▇ Wooden
OFFICERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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INVESTORS:
▇▇▇▇ CAPITAL FUND LIMITED
PARTNERSHIP
By ▇▇▇▇ Capital Partners, General
Partner
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
General Partner
▇▇▇▇ CAPITAL FUND LIMITED
PARTNERSHIP - II
By ▇▇▇▇ Capital Partners, General
Partner
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
General Partner
BESSEMER VENTURE PARTNERS II L.P.
By Deer II & Co., General Partner
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
General Partner
BOSTON CAPITAL VENTURES
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LIMITED PARTNERSHIP
By: Boston Capital Partners,
General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Partner
BOSTON CAPITAL VENTURES II
LIMITED PARTNERSHIP
By: Boston Capital Partners II,
General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Partner
BRIGHT HORIZONS ASSOCIATES
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, General Partner
BRIMSTONE ISLAND COMPANY L.P.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Partner
▇▇▇▇▇▇▇▇ CHILDREN'S TRUST
DATED JUNE 1, 1987
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By___________________________________
(Title)
FAMILY VENTURES III
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, General Partner
FAMILY VENTURES IV
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, General Partner
NORWEST EQUITY PARTNERS IV,
A Minnesota Limited Partnership
By Itasca Partners, General Partner
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Partner
▇▇▇▇▇▇▇▇ REVOCABLE TRUST OF
JULY 1, 1983
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Co-Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇ VENTURE PARTNERS III
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By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Venture
Management
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
General Partner
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ III
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▇▇▇▇ ▇▇▇▇▇▇▇▇ III
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ Neill ▇. ▇▇▇▇▇▇▇▇▇▇
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Neill ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇▇▇▇▇ F. O. Gabrieli
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▇▇▇▇▇▇▇▇▇▇▇ F. O. Gabrieli
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
/s/ W. ▇▇▇▇ ▇▇▇▇▇▇
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W. ▇▇▇▇ ▇▇▇▇▇▇
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
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R. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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