Exhibit 10.9
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT ("Amendment") is made and entered into as of the
17th day of December, 1998, by and among (i) PREMIER APPRAISALS, INC., a Georgia
corporation (the "Company"), and (ii) CHRYSALIS VENTURES LIMITED PARTNERSHIP, a
Kentucky limited partnership, JG PARTNERSHIP, LTD., a Kentucky limited
partnership, JG FUNDING, LLC, a Kentucky limited liability company, XXXXX X.
XXXXX, an individual, W. XXXXXXX XXXXXX, III, an individual, XXXX XXXXXXX, an
individual, WINDCREST PARTNERS, a New York limited partnership, CASSELBERRY
PARTNERS, L.P., a Kentucky limited partnership, J. XXXXX XXXXXXX, an individual,
XXXXXXX X. XXXXXX, an individual, XXXXX X. XXXXXXXXX, an individual, RICHLAND
VENTURES II, L.P., a Delaware limited partnership, XXXXX GLOBAL INVESTMENTS,
LTD., a limited partnership, REMINGTON INVESTMENTS STRATEGIES, L.P., a limited
partnership, SOUTH ATLANTIC PRIVATE EQUITY FUND IV, LIMITED PARTNERSHIP, a
Delaware limited partnership, and SOUTH ATLANTIC PRIVATE EQUITY FUND IV (Q.P.),
LIMITED PARTNERSHIP, a Delaware limited partnership (each an "Investor" and
collectively the "Investors").
WITNESSETH:
WHEREAS, the Company and the Investors are parties to a Second
Amended and Restated Registration Rights Agreement dated as of June 16, 1998
(the "Registration Rights Agreement").
WHEREAS, the Company and the Investors desire to amend the
Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and intending
to be legally bound, Company and Investors agree as follows:
1. Section 4 of the Registration Rights Agreement is hereby
amended to read in its entirety as follows:
4. REGISTRATION EXPENSES. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to Sections 2 and 3.1 hereof shall be borne by the Company. All Selling
Expenses relating to securities so registered shall be borne by the applicable
Holder; provided, however, that the reasonable fees and expenses of one counsel
for the Holders in the case of registrations pursuant to Section 3.1 shall be
borne by the Company.
2. Except as amended hereby, the Registration Rights Agreement
shall remain in full force and effect, unmodified and unrevoked.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
"COMPANY"
PREMIER APPRAISALS, INC.
__________________________________________
Xxxxxxx X. Xxxxxx, President and
Chief Executive Officer
"INVESTORS"
CHRYSALIS VENTURES LIMITED PARTNERSHIP
By:________________________________________
Xxxxx X. Xxxxx, Xx., Managing Director,
Chrysalis Ventures, Inc., Its General
Partner
JG PARTNERSHIP, LTD.
By:________________________________________
Xxxxx X. Xxxxx, Managing Partners, by
Xxxxx X. Xxxxx, Xx., Power of Attorney
JG FUNDING, LLC
By:________________________________________
Xxxxx X. Xxxxx, Managing Partners, by
Xxxxx X. Xxxxx, Xx., Power of Attorney
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CASSELBERRY PARTNERS, L.P.
By:_______________________________________
Xxxxxxx X. Xxxx, General Partner
__________________________________________
J. XXXXX XXXXXXX
__________________________________________
XXXXX X. XXXXX
__________________________________________
W. XXXXXXX XXXXXX, III
__________________________________________
XXXX XXXXXXX
__________________________________________
XXXXXXX X. XXXXXX
__________________________________________
XXXXX X. XXXXXXXXX
WINDCREST PARTNERS
By:_______________________________________
A General Partner
RICHLAND VENTURES II, L.P.
By:_______________________________________
Xxxx Xxxxxxx, Partner
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SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:_______________________________________
Its: Managing General Partner
SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
(Q.P.) , LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:_______________________________________
Its: Managing General Partner
XXXXX GLOBAL INVESTMENTS, LTD.
By:_______________________________________
Xxxxx Capital Management
Its: Trading Advisor
REMINGTON INVESTMENTS STRATEGIES, L.P.
By:_______________________________________
Xxxxx Capital Advisors, LLC
Its: General Partner
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