Exhibit 4.8
AMENDMENT TO PURCHASE AGREEMENTS
AND REGISTRATION AGREEMENTS
THIS AMENDMENT TO PURCHASE AGREEMENTS AND REGISTRATION AGREEMENTS is
made as of the 23rd day of March, 1998, by and among HealthGate Data Corp., a
Delaware corporation (the "Company"), the holders of a majority of the Company's
Series A Preferred Stock as set forth on the signature page to this Amendment
(collectively the "Series A Stockholders"), Xxxxxxx Research Corporation, a
Delaware corporation and holder of all the Company's Series B Preferred Stock
("NRC"), the holders of a majority of the Company's Series C Preferred Stock as
set forth on the signature page to this Amendment (collectively the "Series C
Stockholders") and the holders of a majority of the Company's Series D Preferred
Stock as set forth on the signature page to this Amendment (collectively the
"Series D Stockholders")
WHEREAS, the Company, Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxx entered into a
Purchase Agreement, dated as of March 16, 1995 and amended October 18, 1995 (as
amended, the "First Purchase Agreement"), with respect to the purchase and sale
of shares of the Company's Series A Preferred Stock;
WHEREAS, the Company and NRC entered into a Stock Purchase Agreement,
dated October 18, 1995 (the "Second Purchase Agreement"), with respect to the
purchase and sale of the Company's Series B Preferred Stock;
WHEREAS, the Company and certain persons and entities entered into a
Stock Purchase Agreement, dated August 21, 1996 (the "Third Purchase
Agreement"), with respect to the purchase and sale of the Company's Series C
Preferred Stock;
WHEREAS, the Company and Xxxxxxxxx Science, Ltd. ("Xxxxxxxxx") entered
into a Stock Purchase Agreement, dated December 20, 1996 (the "Fourth Purchase
Agreement"), with respect to the purchase and sale of the Company's Series D
Preferred Stock;
WHEREAS, Company desires to enter into a Loan and Security Agreement
with Petra Capital, LLC ("Petra"), providing for Petra's loan of $2,000,000 to
the Company and the Company's issuance to Petra of a Stock Purchase Warrant
pursuant to which Petra may purchase shares of the Company's common stock for
the exercise price of $0.01 per share (the "Petra Warrant") (collectively the
Loan and issuance of the Petra Warrant shall be referred to as the "Petra
Transaction");
WHEREAS, Company and the Series A Stockholders desire to amend the
First Purchase
Agreement as provided herein to permit the Petra Transaction and Section 9.4 of
the First Purchase Agreement provides that the First Purchase Agreement may be
amended with the written consent of the holders of a majority of the outstanding
shares of Series A Preferred;
WHEREAS, the Company and NRC desire to amend the Second Purchase
Agreement as provided herein to permit the Petra transaction;
WHEREAS, the Company and the Series C Stockholders desire to amend the
Third Purchase Agreement as provided herein to permit the Petra Transaction and
Section 9.4 of the Third Purchase Agreement provides that the Third Purchase
Agreement may be amended with the written consent of the holders of a majority
of the outstanding shares of Series C Preferred;
WHEREAS, the Company and the Series D Stockholders desire to amend the
Fourth Purchase Agreement as provided herein to permit the Petra Transaction and
Section 9.4 of the Fourth Purchase Agreement provides that the Fourth Purchase
Agreement may be amended with the written consent of the holders of a majority
of the outstanding shares of Series D Preferred;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged by all parties, it is agreed as follows:
1. AMENDMENT TO CERTIFICATE OF INCORPORATION. (a) Notwithstanding
Section 4.4(v) of the First Purchase Agreement or any other term or condition of
the First Purchase Agreement, each of the undersigned Series A Stockholders
hereby consents to the filing of the Company's Certificate of Amendment to its
Amended and Restated Certificate of Incorporation as set forth in the Company's
Stockholders' Consent Action dated on or about March 23, 1998, with respect to
the Petra Transaction causing no adjustment of the Conversion Price of the
Series A Preferred Stock and the subordination of redemption rights of Series A
Preferred Stock to the repayment of the Petra Loan.
(b) Notwithstanding Section 4.4(v) of the Second Purchase
Agreement or any other term or condition of the Second Purchase Agreement, NRC,
as holder of all the Series B Preferred Stock, hereby consents to the filing of
the Company's Certificate of Amendment to its Amended and Restated Certificate
of Incorporation as set forth in the Company's Stockholders' Consent Action
dated on or about March 23, 1998, with respect to the Petra Transaction causing
no adjustment of the Conversion Price of the Series B Preferred Stock and the
subordination of redemption rights of Series B Preferred Stock to the repayment
of the Petra Loan.
(c) Notwithstanding Section 4.4(v) of the Third Purchase
Agreement or any other term or condition of the Third Purchase Agreement, each
of the undersigned Series C
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Stockholders hereby consents to the filing of the Company's Certificate of
Amendment to its Amended and Restated Certificate of Incorporation as set forth
in the Company's Stockholders' Consent Action dated on or about March 23, 1998,
with respect to the Petra Transaction causing no adjustment of the Conversion of
the Price Series C Preferred Stock and the subordination of redemption rights of
Series C Preferred Stock to the repayment of the Petra Loan.
(d) Notwithstanding Section 4.4(v) of the Fourth Purchase
Agreement or any other term or condition of the Fourth Purchase Agreement, each
of the undersigned Series D Stockholders hereby consents to the filing of the
Company's Certificate of Amendment to its Amended and Restated Certificate of
Incorporation as set forth in the Company's Stockholders' Consent Action dated
on or about March 23, 1998, with respect to the Petra Transaction causing no
adjustment of the Conversion Price of the Series D Preferred Stock and the
subordination of redemption rights of Series D Preferred Stock to the repayment
of the Petra Loan.
2. WAIVER OF PRE-EMPTIVE RIGHTS. (a) The Series A Stockholders hereby
waive their rights as set forth in Section 4.5(ii) of the First Purchase
Agreement with respect to the authorization and issuance by the Company of the
Petra Warrant. Without limitation, the Series A Stockholders waive the right to
the 15 day notice period set forth in Section 4.5(ii)(A) of the First Purchase
Agreement.
(b) NRC hereby waives its rights as set forth in Section
4.5(ii) of the Second Purchase Agreement with respect to the authorization and
issuance by the Company of the Petra Warrant. Without limitation, NRC waives its
right to the 15 day notice period set forth in Section 4.5(ii)(A) of the Second
Purchase Agreement.
(c) The Series C Stockholders hereby waive their rights as set
forth in Section 4.5(ii) of the Third Purchase Agreement with respect to the
authorization and issuance by the Company of the Petra Warrant. Without
limitation, the Series C Stockholders waive the right to the 15 day notice
period set forth in Section 4.5(ii)(A) of the Third Purchase Agreement.
(d) The Series D Stockholders hereby waive their rights as set
forth in Section 4.5(ii) of the Fourth Purchase Agreement with respect to the
authorization and issuance by the Company of the Petra Warrant. Without
limitation, the Series D Stockholders waive the right to the 15 day notice
period set forth in Section 4.5(ii)(A) of the Fourth Purchase Agreement.
3. AMENDMENTS TO REGISTRATION AGREEMENTS.
(a) FIRST REGISTRATION AGREEMENT. Pursuant to Section 10(d) thereof,
the parties to the Registration Agreement, dated as of March 16, 1995, between
the Company and Xxxxx Xxxxxx
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and Xxxxxxx X. Xxxxxx (the "First Registration Agreement") and their permitted
assigns, agree as follows:
(1) The Registration Agreement between the Company and Petra,
dated on or about March 27, 1998 (which is substantially similar to the First
Registration Agreement), (i) is hereby consented to, and (ii) is not a breach of
Section 10(a) of the First Registration Agreement.
(2) Section 9(a) of the First Registration Agreement is hereby
amended by amending and restating clause (i) of Section 9(a) to read as follows:
"(i) any Common Stock issued upon the conversion of any Series
A Preferred, Series B Preferred, Series C Preferred or Series
D Preferred or upon the exercise or conversion of the Stock
Purchase Warrant issued to Petra Capital, LLC on or about
March 27, 1998."
(b) SECOND REGISTRATION AGREEMENT. NRC, as party to the Registration
Agreement, dated as of October 18, 1995, with the Company (the "Second
Registration Agreement") agrees as follows:
(1) The Registration Agreement between the Company and Petra,
dated on or about March 27, 1998 (which is substantially similar to the Second
Registration Agreement), (i) is hereby consented to, and (ii) is not a breach of
Section 10(a) of the Second Registration Agreement.
(2) Section 9(a) of the Second Registration Agreement is
hereby amended by amending and restating clause (i) of Section 9(a) to read as
follows:
"(i) any Common Stock issued upon the conversion of any Series
A Preferred, Series B Preferred, Series C Preferred or Series
D Preferred or upon the exercise or conversion of the Stock
Purchase Warrant issued to Petra Capital, LLC on or about
March 27, 1998."
(c) THIRD REGISTRATION AGREEMENT. Pursuant to Section 10(d) thereof,
the parties to the Registration Agreement, dated as of August 21, 1996, between
the Company and the Series C Stockholders (the "Third Registration Agreement")
agree as follows:
(1) The Registration Agreement between the Company and Petra,
dated on or about March 27, 1998 (which is substantially similar to the Third
Registration Agreement), (i) is hereby consented to, and (ii) is not a breach of
Section 10(a) of the Third Registration Agreement.
(2) Section 9(a) of the Third Registration Agreement is hereby
amended by
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amending and restating clause (i) of Section 9(a) to read as follows:
"(i) any Common Stock issued upon conversion of any Series A
Preferred, Series B Preferred, Series C Preferred or Series D
Preferred or upon the exercise or conversion of the Stock
Purchase Warrant issued to Petra Capital, LLC on or about
March 27, 1998."
(d) FOURTH REGISTRATION AGREEMENT. Xxxxxxxxx, as party to the
Registration Agreement, dated as of December 20, 1996, with the Company (the
"Fourth Registration Agreement") agrees as follows:
(1) The Registration Agreement between the Company and Petra,
dated on or about March 27, 1998 (which is substantially similar to the Fourth
Registration Agreement), (i) is hereby consented to, and (ii) is not a breach of
Section 10(a) of the Fourth Registration Agreement.
(2) Section 9(a) of the Fourth Registration Agreement is
hereby amended by amending and restating clause (i) of Section 9(a) to read as
follows:
"(i) any Common Stock issued upon conversion of any Series A
Preferred, Series B Preferred, Series C Preferred or Series D
Preferred or upon the exercise or conversion of the Stock
Purchase Warrant issued to Petra Capital, LLC on or about
March 27, 1998."
4. MISCELLANEOUS.
(a) COUNTERPARTS. This Amendment may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Amendment.
(b) DESCRIPTIVE HEADINGS. The descriptive headings of this
Amendment are inserted for convenience only and do not constitute a part of this
Amendment.
(c) SIGNATURES. Notwithstanding the signature lines set forth
below (i) this Amendment shall become valid and binding upon all Series A
Stockholders pursuant to Section 9.4 of the First Purchase Agreement and
pursuant to Section 10(d) of the First Registration Agreement upon the holders
of a majority of the outstanding shares of Series A Preferred Stock executing
and delivering this Amendment to the Company; and (ii) this Amendment shall
become valid and binding upon all Series C Stockholders pursuant to Section 9.4
of the Third Purchase Agreement and pursuant to Section 10(d) of the Third
Registration Agreement upon the holders of a majority of the outstanding shares
of Series C Preferred Stock executing and delivering this
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Amendment to the Company; and (iii) this Amendment shall become valid and
binding upon all Series D Stockholders pursuant to Section 9.4 of the Fourth
Purchase Agreement and pursuant to Section 10(d) of the Fourth Registration
Agreement upon the holders of a majority of the outstanding shares of Series D
Preferred Stock executing and delivering this Amendment to the Company.
(d) DEFINITIONS. Except as otherwise defined or described
herein, capitalized terms used herein as defined in the First Purchase
Agreement.
(e) RATIFICATION. Except as amended by this Amendment, all
terms and conditions of the First Purchase Agreement, the Second Purchase
Agreement, the Third Purchase Agreement and the Fourth Purchase Agreement are
hereby ratified and affirmed.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement as of the date first above written.
HEALTHGATE DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
President
SERIES A STOCKHOLDERS SERIES A STOCKHOLDERS, CONT.
Account Management Corporation Profit
Sharing Plan
By: /s/ Xxxxx xxXxxxxx
------------------------------- ----------------------------
Title: President Xxxxxxxx X. Xxxxxxx
------------------------------- ----------------------------
Xxxxxxxxx Xxxx Xxxxxxxxxxx X. Xxxxxxx
/s/ Xxxx Xxxxx
------------------------------- ----------------------------
Xxxx Xxxxx, M.D. Xxxx X. Xxxxxxx
/s/ Xxxxxxxxxxx xxXxxxxx
------------------------------- ----------------------------
Xxxxxxxxxxx xxXxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxx xxXxxxxx
------------------------------- ----------------------------
Xxxxx xxXxxxxx Xxxxxx & Xxxxx Xxxxxxxx
------------------------------- SERIES B STOCKHOLDERS
Xxxxxx xxXxxxxx
/s/ Xxxxx Xxxxxx XXXXXXX RESEARCH CORPORATION
-------------------------------
Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
Chief Executive Officer
-------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxx Xxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
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SERIES C STOCKHOLDERS SERIES C STOCKHOLDERS, CONT.
XXXXXXX RESEARCH CORPORATION
By: /s/ Xxxxx X. Xxxxxx ACCOUNT MANAGEMENT CORP., as
-------------------------------- Attorney-in-Fact for Xxxxxxx Xxxx,
Xxxxx X. Xxxxxx Trustee of the 1986 Xxxxxxx X. Xxxx Trust
Chief Executive Officer
ACCOUNT MANAGEMENT CORP., as By: /s/ Xxxxx xxXxxxxx
Attorney-in-Fact for Xxxxxxx X. --------------------------------------
Xxxxx and Xxxxxx X. Xxxxx Title: President
ACCOUNT MANAGEMENT CORP., as
By: /s/ Xxxxx xxXxxxxx Attorney-in-Fact for Xxxxxxx Xxxxx
--------------------------------
Title: President
By: /s/ Xxxxx xxXxxxxx
ACCOUNT MANAGEMENT CORP., as --------------------------------------
Attorney-in-Fact for Xxxxx xxXxxxxx Title: President
ACCOUNT MANAGEMENT CORP., as
By: /s/ Xxxxx xxXxxxxx Attorney-in-Fact for Xxx Xxxxxxxxx
--------------------------------
Title: President
By: /s/ Xxxxx xxXxxxxx
ACCOUNT MANAGEMENT CORP., as --------------------------------------
Attorney-in-Fact for Xxxxxxxx XxXxxx Title: President
ACCOUNT MANAGEMENT CORP., as
By: /s/ Xxxxx xxXxxxxx Attorney-in-Fact for Xxxxxx Xxxx
--------------------------------
Title: President
By: /s/ Xxxxx xxXxxxxx
ACCOUNT MANAGEMENT CORP., as --------------------------------------
Attorney-in-Fact for Xxxxxxxxxxx Xxxx Title: President
ACCOUNT MANAGEMENT CORP., as
By: /s/ Xxxxx xxXxxxxx Attorney-in-Fact for Xxxxxx Xxxxx
--------------------------------
Title: President
By: /s/ Xxxxx xxXxxxxx
ACCOUNT MANAGEMENT CORP., as --------------------------------------
Attorney-in-Fact for Xxxxxxx X. Xxxx, Title: President
Trustee of the Xxxxxxx X. Xxxx
Revocable Trust ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxx X. Xxxxxx
By: /s/ Xxxxx xxXxxxxx By: /s/ Xxxxx xxXxxxxx
-------------------------------- --------------------------------------
Title: President Title: President
ACCOUNT MANAGEMENT CORP., as
ACCOUNT MANAGEMENT CORP., as Attorney-in-Fact for Xxx X. Xxxxxx
Attorney-in-Fact for Xxxxxxx & Xxxxxxx
X. Xxxx, Trustees of the Xxxxxxx X. & By: /s/ Xxxxx xxXxxxxx
Xxxxxxx X. Xxxx Grandchildrens Trust --------------------------------------
Title: President
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
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ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxxx Xxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxxx X. Xxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxxx X. Xxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxx X. Xxxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxx Xxxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxx Xxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxx Xxxxxxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
ACCOUNT MANAGEMENT CORP., as
Attorney-in-Fact for Xxxxxx and Xxxxx Xxxxxxxx
By: /s/ Xxxxx xxXxxxxx
--------------------------------
Title: President
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SERIES D STOCKHOLDERS
XXXXXXXXX SCIENCE, LTD.
By: /s/ Xxxxxxxx X. X. Xxxxxxxx
--------------------------------
XXXXXXXXX WISSENSCHAFTS-VERLAG GmbH
By: /s/ Axel Bedurstig
--------------------------------
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