Exhibit 10.9
AMENDMENT NO. 2
TO REGISTRATION RIGHTS AGREEMENT
This is an Amendment No. 2 ("Amendment") to the Registration Rights
Agreement dated April 30, 2003, as amended, entered into by and between Health
Systems Solutions, Inc. (the "Company") and Stanford Venture Capital Holdings,
Inc ("Stanford").
WHEREAS, the Parties entered into a Registration Rights Agreement dated
April 30, 2003, as amended (the "Registration Rights Agreement"), and the
Parties wish to amend the Registration Rights Agreement;
NOW, THEREFORE, in consideration of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Parties. The Parties, intending to be legally bound, agree as follows:
A. Amendment. Section 4(a) of the Registration Rights agreement is
deleted in its entirety and replaced with the following:
"4. REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES
(b) The Company agrees that it will prepare and file with the Commission, (i) on
or before December 31, 2004, a registration statement (on Form S-1 or SB-2, or
other appropriate registration statement form) under the Securities Act (the
"Registration Statement"), and (ii) if at least 20% of the Registrable
Securities covered under the Registration Statement filed under (i) remain
unsold during the effective period of such Registration Statement, then within
20 days following receipt of a written notice from the holders representing a
majority of such unsold Registrable Securities, another Registration Statement
so as to permit a resale of the Securities under the Securities Act by the
Holders as selling stockholders and not as underwriters.
The Company shall use diligent best efforts to cause the Registration
Statement to become effective as soon as practical following the filing of the
Registration Statement. The number of shares designated in the Registration
Statement to be registered shall include 150% of the Conversion Shares and shall
include appropriate language regarding reliance upon Rule 416 to the extent
permitted by the Commission. The Company will notify the Holders and its
transfer agent of the effectiveness of the Registration Statement within one
Trading Day of such event."
B. Continuing Effect of Registration Rights Agreement. Unless expressly
modified by the provisions of this Amendment, the terms of the Registration
Rights Agreement, remain in full force and effect and are expressly ratified
herein.
C. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have respectively caused this Amendment
to be executed as of this 25th day of March, 2004.
COMPANY
HEALTH SYSTEMS SOLUTIONS, INC.
By: /s/ X.X. Xxxxxxx
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Name: X.X. Xxxxxxx
Title: President
STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President
