AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated January
24, 2001 (this "AMENDMENT") amends that certain Registration Rights
Agreement, dated as of June 30, 2000, by and among Xxxxxxxx.xxx, Inc., a
Delaware corporation (the "COMPANY"), and the Investors (the "PRIOR RIGHTS
Agreement"). The capitalized terms not otherwise defined herein have the
respective meanings given to them in the Prior Rights Agreement.
RECITALS
WHEREAS, Section 7.1 of the Prior Rights Agreement states in part
that any term or provision of the Prior Rights Agreement may be amended by
a writing signed by the Company and the holders of a majority of the shares
of the Registrable Securities.
WHEREAS, the undersigned parties include the Company and the holders
of a majority of the shares of the Registrable Securities.
NOW, THEREFORE, in consideration of the mutual promises made herein
and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree to amend the Prior
Rights Agreement as follows:
1. Amendment of Section 1.7 of the Prior Rights Agreement. Section
1.7 of the Prior Rights Agreement is amended to add (i) the shares of
Common Stock issued to VHA pursuant to that certain Common Stock Purchase
Agreement, dated as of January 24, 2001, by and between the Company and VHA
and (ii) the shares of Common Stock issued to UHC pursuant to that certain
Common Stock Purchase Agreement, dated as of January 24, 2001, by and
between the Company and UHC to the definition of Registrable Securities.
Section 1.7 shall read in its entirety as follows:
"1.7 "REGISTRABLE SECURITIES" means shares of Common Stock of
the Company (i) issued or issuable upon conversion of the Preferred
Stock (the "CONVERSION STOCK") and (ii) issued or issuable with
respect to, or in exchange for or in replacement of the Conversion
Stock or other Registrable Securities, (iii) issued or issuable with
respect to, or in exchange for or in replacement of other securities
convertible into or exercisable for Preferred Stock upon any stock
split, stock dividend, recapitalization, or similar event, (iv)
issued to the former stockholders of Pharos Technologies, Inc., (the
"PHAROS INVESTORS") in connection with its acquisition by the
Company, (v) issued to the former stockholders of U.S. LifeLine, Inc.
(the "USL INVESTORS") in connection with its acquisition by the
Company, (vi) issued to the former stockholders of EquipMD, Inc.,
(the "EMI Investors") in connection with its acquisition by the
Company, (vii) issued to, or issuable upon exercise of warrants
issued to, VHA, Inc., a Delaware corporation ("VHA") or University
Healthsystem Consortium, an Illinois corporation ("UHC") in
connection with the commercial agreement among Neoforma, Novation,
LLC, a Delaware limited liability company ("NOVATION"), Healthcare
Purchasing Partners International, LLC, a Delaware limited liability
company, VHA and UHC, (viii) issued to VHA pursuant to that certain
Common Stock Purchase Agreement, dated as of January 24, 2001, by and
between the Company and VHA and (ix) issued to UHC pursuant to that
certain Common Stock Purchase Agreement, dated as of January 24,
2001, by and between the Company and UHC (the shares of Common Stock
of the Company (or other securities convertible or exchangeable
therefor) described in clauses (vii), (viii) and (ix), the "NOVATION
REGISTRABLE SECURITIES"), excluding: (A) any shares of Common Stock
that have been sold to or through a broker, dealer, market maker or
underwriter in a public distribution or a public securities
transaction or redeemed by the Company in accordance with its
Certificate of Incorporation, (B) any shares of Common Stock of the
Company (or Preferred Stock or other securities convertible or
exercisable therefor) that have been sold in violation of this
Agreement, and (C) all shares of Common Stock of the Company (or
Preferred Stock or other securities convertible or exchangeable
therefor) described in clause (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii) or (ix) of this Section 1.7 held by a Holder that can,
in the opinion of counsel to the Company, be sold by such Holder in a
three-month period without registration under the Securities Act
pursuant to Rule 144."
2. All Other Terms Unchanged. Except as expressly modified by this
Amendment, all terms of the Prior Rights Agreement shall remain in full
force and effect.
3. Governing Law. This Amendment shall be governed by and construed
under the internal laws of the State of Delaware as applied to agreements
among Delaware residents entered into and to be performed entirely within
Delaware, without reference to principles of conflict of laws or choice of
laws.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.
COMPANY: INVESTORS (Entity):
XXXXXXXX.XXX, INC.
___________________________________
(Printed Entity Name Here)
By: ___________________________
Xxxxxx X. Xxxxxxxxxx
Chief Financial Officer and By: _______________________________
Secretary
Name: _____________________________
Title: ____________________________
INVESTORS (Individual):
___________________________________
Signature Here
____________________________________
Printed Name Here
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
