AGREEMENT AND AMENDMENT TO:
(a) Amended and Restated Registration Rights Agreement
dated December 31, 1996 among U.S. PHYSICIANS, Inc.
(the "Company") and certain of its shareholders (the
"Registration Rights Agreement");
(b) Amended and Restated Shareholders Agreement dated as
of December 31, 1996 among the Company and its
shareholders (the "Shareholders Agreement"); and
(c) Amended and Restated Voting Agreement dated as of
December 31, 1996 among the Company and certain of
its shareholders (the "Voting Agreement").
THIS AGREEMENT AND AMENDMENT made as of February 6, 1997 by and among
the Company and the signatories hereto.
WHEREAS the Company and the other signatories hereto have executed and
delivered one or more of the Registration Rights Agreement, Shareholders
Agreement and Voting Agreement (collectively the "Operative Agreements").
WHEREAS the Company wishes to enter into agreements (the "Dominion
Agreements") pursuant to which Dominion Fund IV, a Delaware Limited Partnership
("Dominion") (i) would acquire Series B Preferred Stock and Warrants (as such
terms are defined in the Registration Rights Agreement) on the same terms as
other purchasers of such securities and become a party to the Operative
Agreements, and (ii) would loan funds to the Company and acquire a warrant to
purchase 266,667 shares of Series B Preferred Stock at an exercise price of
$3.15 per share, subject to anti-dilution adjustments (the "Dominion Warrant").
WHEREAS the parties hereto wish to effect the amendment to the
Operative Agreements set forth below and to reflect the other matters provided
for herein.
NOW, THEREFORE, in consideration of the agreements set forth below and
the parties' desires to further the interests of the Company and its present and
future shareholders, and intending to be legally bound, the parties agree as
follows:
1. The reference to January 15, 1997 in the first paragraph of the
Registration Rights Agreement, in the first recital of the Shareholders
Agreement and in the fifth recital of the Voting Agreement is hereby changed to
February 28, 1997.
2. The definition of Conversion Shares in the Registration Rights
Agreement is hereby amended to include shares of Common Stock of the Company
issued upon exercise of the Dominion Warrant or upon conversion of shares of
Series B Preferred Stock issued upon exercise of the Dominion Warrant.
3. The Registration Rights Agreement, Shareholders Agreement and
Voting Agreement shall remain in full force and effect, except as set forth
herein.
4. The parties hereto confirm that the issuance of Series B
Preferred Stock, and Warrants on or prior to February 28, 1997 on the same terms
as such securities were issued on December 31, 1996 and the issuance to Dominion
of the Dominion Warrant (and the issuance of securities upon exercise thereof
and upon any conversion of securities so issued) shall not result in any
adjustment to (a) the Conversion Price (as defined in Exhibit A to the Second
Amended and Restated Articles of Incorporation of the Company) of the Series A
Preferred Stock (as defined in the Registration Rights Agreement) or the Series
B Preferred Stock, or (b) (i) the number of shares of common stock of the
Company issuable pursuant to the Warrants or (ii) the exercise price of such
shares. The undersigned consent for all purposes to, and waive any rights
arising out of, including without limitation rights of first refusal under
Section 4 of the Shareholders Agreement, the issuance of such Series B
Preferred, Stock, Warrants and Dominion Warrant (and the issuance (at any time
in accordance with the applicable instruments) of securities upon exercise
thereof and upon any conversion of securities so issued) on or prior to February
28, 1997 on the above-referenced terms.
5. This Agreement and Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the undersigned have executed this
Agreement and Amendment as of the day and year first above written.
COMPANY:
U.S. PHYSICIANS, Inc.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: President
----------------------------
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
-----------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. XxXxxxxxx
-----------------------------------
Xxxxx X. XxXxxxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
SERIES A PURCHASERS:
EDISON VENTURE FUND III, L.P.
By: Edison Partners III, L.P.
By: /s/ Xxxxxx X. Xxxxx, III
-------------------------------
General Partner
NEPA VENTURE FUND II, L.P.
By: NEPA II Management Partners, L.P.,
its general partner
By: NEPA II Management Corporation,
its general partner
By: /s/ Xxxxxxxx X. Xxxxx, III
-------------------------------
Title: Chief Executive Officer
----------------------------
MAJOR OIL, INC.
By: /s/ Xxxx X Xxxxxxx, Xx.
-------------------------------
Title: President
----------------------------
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SERIES B PURCHASERS:
KEYSTONE VENTURE IV, L.P.
By: Keystone Venture IV Management Co., L.P.,
the general partner of
Keystone Venture IV, L.P.
By: Keystone Venture IV Management Co., Group
the general partner of
Keystone Venture IV Management Co., L.P.
By: /s/ Xxxxx X. Xxxx
-------------------------------
Xxxxx X. Xxxx
Vice President
EDISON VENTURE FUND III, L.P.
By: Edison Partners, III, L.P.
its General Partner
By: /s/ Xxxxxx X. Xxxxx, III
-------------------------------
General Partner
NEPA VENTURE FUND II, L.P.
By: NEPA II Management Partners, L.P.,
its general partner
By: NEPA II Management Corporation,
its general partner
By: /s/ Xxxxxxxx X. Xxxxx, III
---------------------------
Title: Chief Executive Officer
----------------------------
SUBSEQUENT PURCHASERS:
/s/ Xxxxxxx X. Xxxxx, M.D.
-----------------------------------
Xxxxxxx X. Xxxxx, M.D.
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
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/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
E.J.K. Real Estate Services Limited
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
Title: President
------------------------
Glenville Capital Partners, L.P.
By: Glenville Capital Corporation,
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Title: President
------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
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DOMINION FUND IV, A DELAWARE
LIMITED PARTNERSHIP
By Dominion Management IV,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------
Xxxxxxxx X. Xxxxxx,
Member
/s/ Xxxxxx X. Xxxx, Xx.
-------------------------------
Xxxxxx X. Xxxx, Xx.
/s/ Xxxxxxxx X. Xxxxx, Xx.
-------------------------------
Xxxxxxxx X. Xxxxx, Xx.
Xxxxxxx Xxxxxx & Co., Inc.
FBO: Xxxxxxx X. Xxxxx XXX
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx
Xx. Account Administrator
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