EXHIBIT 10.60
REGISTRATION AGREEMENT
This REGISTRATION AGREEMENT is made as of April 18, 2000 between
xxxxxx.xxx, Inc. (formerly known as Empower Health Corporation), a Delaware
corporation with its principal place of business at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000 ("xxxxxx.xxx") and Adventist Health System
Sunbelt Healthcare Corporation, a Florida Not For Profit Corporation with its
principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx
00000 ("Adventist") (each individually a "Party" and collectively the "Parties")
(the "Agreement").
WITNESSETH:
WHEREAS, Adventist and xxxxxx.xxx are parties to (i) that certain
Investment Agreement dated as of January 29, 1999, by and among xxxxxx.xxx,
Adventist and HealthMagic, Inc. (the "Investment Agreement") and (ii) that
certain Amended and Restated Registration Rights Agreement dated as of January
29, 1999, by and among xxxxxx.xxx, Superior Consultant Holdings Corporation,
Xxxx Xxxxxxxx and Adventist (the "Registration Rights Agreement") attached
hereto as Exhibit A; and
WHEREAS, Adventist desires to exercise its ability, under the
Registration Rights Agreement, to demand that xxxxxx.xxx register the 2,750,195
unregistered shares of xxxxxx.xxx common stock that were transferred to
Adventist under the Investment Agreement (the "Adventist Shares");
NOW, THEREFORE, for good and valuable consideration and in
consideration of the mutual covenants and conditions herein set forth, and with
the intent to be legally bound thereby, Adventist and xxxxxx.xxx hereby agree as
follows:
1. Registration of Stock. Subsequent to June 9, 2000, xxxxxx.xxx shall
use its reasonable best efforts, as provided in the Registration
Rights Agreement, to effect a registration of the Adventist Shares;
provided that xxxxxx.xxx shall only be required to effect such
registration if xxxxxx.xxx may register the Adventist Shares using a
Form S-3 registration statement. Adventist understands that
xxxxxx.xxx may be required to include shares of other stockholders in
such secondary registration. Adventist will not exercise any "piggy-
back" rights in the event that xxxxxx.xxx determines to raise capital
in a primary offering.
2. Demand Notice. Adventist acknowledges and agrees that any
registration effected after the date hereof shall constitute a
registration effected pursuant to a Demand Notice (as defined in the
Registration Rights Agreement) under the Registration Rights
Agreement.
3. Amendments. No change, amendment or modification of any provision of
this Agreement or waiver of any of its terms will be valid unless set
forth in writing and signed by the Party to be bound thereby.
4. Governing Law. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the State of
Delaware.
5. Waivers. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or
to exercise any right under this Agreement shall not be construed as a
waiver or relinquishment to any extent of such Party's right to assert
or rely upon any such provision or right in that or any other
instance; rather the same shall be and remain in full force and
effect.
6. Notices; Payments. Any notice, payments, approval, request,
authorization, direction or other communication under this Agreement
shall be given in writing, shall reference this Agreement, and shall
be deemed to have been delivered and given: (a) when delivered
personally; (b) three (3) business days after having been sent by
registered or certified U.S. mail, return receipt requested, postage
and charges prepaid; (c) when transmitted if sent by facsimile,
provided a confirmation of transmission is produced by the sending
machine and a copy of such facsimile is promptly sent by another means
specified in this section; or (d) one (1) business day after deposit
with a commercial overnight courier, with written verification of
receipt. All communications and payments will be sent to the
addresses set forth below or to such other address as may be
designated by a Party by giving written notice to the other Party
pursuant to this Section 6.
If to Adventist: If to xxxxxx.xxx:
ADVENTIST HEALTH SYSTEM SUNBELT XXXXXX.XXX, INC.
HEALTHCARE CORPORATION 0000 Xxxxx Xxxxx, Xxxxx 000
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 00000
Xxxxxx Xxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxx-Xxxx
Attention: Tel: (000) 000-0000
Tel: (000) 000-0000 Fax: (000) 000-0000
Fax:
With a copy to: With a copy to:
Adventist Health System Sunbelt Xxxxxx & Xxxxxxx
Healthcare Corporation 000 Xxxxx Xxxxxx Xxxxx
000 Xxxxx Xxxxxxx Xxxxxx Sears Tower, Suite 5800
Winter Park, Florida 32789 Xxxxxxx, Xxxxxxxx 00000
Attention: X.X. Xxxxxxx, Esq. Attention: Xxxx Xxxxxx, Esq.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
7. Entire Agreement. This Agreement and the Registration Rights
Agreement constitute the entire agreement between the Parties and
supersede any and all
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prior agreements or understandings between the Parties with respect to
the 2,750,195 unregistered shares of xxxxxx.xxx common stock. Neither
Party shall be bound by, and each Party specifically objects to, any
term, condition or other provision or other condition which is
different from or in addition to the provisions of this Agreement
(whether or not it would materially alter this Agreement) and which is
proffered by the other Party in any purchase order, correspondence or
other document, unless the Party to be bound thereby specifically
agrees to such provision in writing.
8. Headings; Severability. The headings used in this Agreement are for
convenience only and are not to be construed to have legal
significance. In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction
over the Parties to this Agreement, such provision shall be deemed to
be restated to reflect as nearly as possible the original intentions
of the Parties in accordance with applicable law, and the remainder of
this Agreement shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in multiple
counterparts, all of which, taken together, shall constitute one and
the same instrument.
10. Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of either Party hereto will bind and inure
to the benefit of the respective successors and assigns of the party
hereto whether so expressed or not.
[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by duly authorized officers or representatives as of the date first
above written.
ADVENTIST HEALTH SYSTEM XXXXXX.XXX, INC.
SUNBELT HEALTHCARE
CORPORATION
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxx
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Authorized Signature Authorized Signature
Print Name: Xxxxxx X. Xxxxxx Print Name: Xxxxxx Xxxxxxx
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Title: President Title: CEO
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