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EXHIBIT 10.30
PARK 'N VIEW, INC.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment") is made as of the 22nd day of August,
1997, by and among Park 'N View, Inc., a Delaware corporation (the "Company"),
the Patricof Investors set forth on Exhibit A attached hereto and made a part
hereof (the "Patricof Investors"), the holders of 7% Series B Cumulative
Convertible Preferred Stock set forth on Exhibit B attached hereto and made a
part hereof (the "Series B Holders") and the holders of shares of Series C
Preferred Stock (defined below) of the Company set forth on Exhibit C attached
hereto and made a part hereof (the "Series C Holders") and Alex. ▇▇▇▇▇ & Sons
Incorporated as the holder of a warrant to purchase shares of the Company's
Common Stock (the "Agent" and together with the Patricof Investors, the Series B
Holders and the Series C Holders, the "Investors").
WHEREAS, the Patricof Investors, the Series B Holders and the Company
are parties to a Registration Rights Agreement dated November 13, 1996 (the
"Registration Rights Agreement");
WHEREAS, in connection with the Company's (i) offering of 7% Series C
Cumulative Convertible Preferred Stock (the "Series C Preferred Stock") and (ii)
issuance to the Agent of a warrant (the "Agent's Warrant") to purchase shares of
Common Stock, the Company has agreed to grant the Series C Holders and the Agent
registration rights with respect to shares of the Common Stock of the Company
issuable upon conversion of the Series C Preferred Stock and issuable upon
exercise of the Agent's Warrant;
WHEREAS, in connection with the sale of the Series C Preferred Stock,
all parties to the Registration Rights Agreement desire to amend the
Registration Rights Agreement to include the Series C Holders and the Agent as
Holders (as defined in the Registration Rights Agreement), to include the Common
Stock issuable upon the conversion of the Series C Preferred Stock and upon
exercise of the Agent's Warrant as Registrable Securities thereunder and to
amend certain portions of the Registration Rights Agreement to reflect the
agreement concerning registration rights between the Series C Holders and the
Agent and the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Registration Rights Agreement as follows:
1. Definitions.
1.1. The first sentence of Section 1.l shall be deleted in
its entirety.
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1.2. The following term set forth in Section 1 of the
Registration Rights Agreement shall be deleted in its entirety and shall
hereafter have the following meaning:
"Registrable Securities" means (a) the shares of Common Stock into
which the 7% Series B Cumulative Convertible Preferred Stock ("Series B
Preferred Stock") is convertible, (b) the shares of Common Stock into which the
7% Series C Cumulative Convertible Preferred Stock (the "Series C Preferred
Stock") is convertible, (c) the Common Stock issuable upon the exercise of the
Agent's Warrant, (d) any additional shares of Common Stock acquired by the
Holders by way of a stock dividend, stock split or other distribution in respect
of the Series B and Series C Preferred Stock and the Common Stock issuable upon
exercise of the Agent's Warrant and (e) any shares of Common Stock currently
held or hereafter acquired by any Patricof Investor. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
at such time as (i) a registration statement with respect to the sale of such
securities shall have been declared effective by the Commission and such
securities have been disposed of pursuant to such effective registration
statement, (ii) such securities have been distributed to the public pursuant to
the provisions of Rule 144 or (iii) such securities have ceased to be
outstanding.
1.3. The following terms shall be added to Section 1 of the
Registration Rights Agreement:
"Affiliate" includes a person or organization that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with another person or organization.
"Agreement" shall mean the Registration Rights Agreement, as amended by
this Amendment.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Person" means an individual, a corporation, a partnership, a trust, a
limited liability company, an unincorporated organization or a governmental
organization or any agency or political subdivision thereof.
"Securities" means any debt or equity securities of the Company whether
now or hereafter authorized, and any instrument convertible into or exchangeable
for Securities or a Security.
2. Registration Procedures.
Filings; Information. Subsection (i) of Section 3.1(e) shall
be deleted in its entirety and shall be replaced by the following:
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(e) register or qualify the Registrable
Securities under such other securities or blue sky laws of
such jurisdictions in the United States as any Selling Holder
reasonably (in light of such Selling Holder's intended plan of
distribution) request and as such registration or
qualification is required by such other securities or blue sky
laws
3. Notices.
(a) The name of the firm with which ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇,
Esq. practices shall be deleted and replaced with "▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP."
(b) Subsection 2 of Section 6.5 shall be amended to
add subsections (i) and (ii) as follows:
(i) if to a holder of Registrable Securities
(other than the Series C Holders or the Agent:
(ii) if to the Series C Holders or the
Agent:
Piper & Marbury L.L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
4. Binding Agreement. The Registration Rights Agreement as
modified herein, shall remain in full force and effect as so modified.
5. Counterparts. This Amendment may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. The authentic
signature of any party received by facsimile transmission shall constitute a
valid and binding signature of such party.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
__th day of ________________, 1997.
COMPANY INVESTORS
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
Park 'N View, Inc. The Patricof Investors whose
By: ▇▇▇ ▇▇▇▇▇▇▇▇ signatures appear on Exhibit A hereto,
President and Chief the Series B Holders whose signatures
Executive Officer Executive Officer appear on
Exhibit B hereto and the Series
C Holders whose signatures appear
on the respective Omnibus Signature
Pages
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EXHIBIT A
APA EXCELSIOR IV, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.
(Its General Partner)
By: PATRICOF & CO. MANAGERS, INC.
(Its General Partner)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ▇.▇.
▇▇▇▇▇▇ & CO. (CAYMAN) LTD., CUSTODIAN FOR
APA EXCELSIOR IV/OFFSHORE, L.P.
By: PATRICOF & CO. VENTURES, INC., INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: G.P.
THE P/A FUND, L.P.
By: APA PENNSYLVANIA PARTNERS, L.P.
(Its General Partner)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: G.P.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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EXHIBIT B
STATE OF MICHIGAN RETIREMENT SYSTEM
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Acting Administrator Alternative Investments Division
BENEFIT CAPITAL MANAGEMENT CORPORATION,
as Investment Manager for The Prudential Insurance Co.
of America, Separate Account No. VCA-GA-5298
By: /s/
-------------------------------------------
Name:
Title:
CSK VENTURE CAPITAL CO., LTD.
as Investment Manager for CSK-1(A) Investment Fund
By: /s/ Masahiro Aozono
-------------------------------------------
Name: Masahiro Aozono
Title: President
CREDIT SUISSE (GUERNSEY) LIMITED as
Trustee of Dynamic Growth Fund II
By: /s/ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------------
Name: B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Member Senior Management
By: /s/ M E Zuning
-------------------------------------------
Name: M E Zuning
Title: Associate
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EXHIBIT B
(CONTINUED)
APA EXCELSIOR IV, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.
(Its General Partner)
By: PATRICOF & CO. MANAGERS, INC. (Its General Partner)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ▇.▇.
▇▇▇▇▇▇ & CO. (CAYMAN) LTD., CUSTODIAN FOR
APA EXCELSIOR IV/OFFSHORE, L.P.
By: PATRICOF & CO. VENTURES, INC.,
INVESTOR ADVISOR
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: G.P.
THE P/A FUND, L.P.
By: APA PENNSYLVANIA PARTNERS, L.P.
(Its General Partner)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: G.P.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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EXHIBIT C
Holders of Shares of Series C Preferred Stock
Name Number of Shares
---- ----------------
Venhill Limited Partnership 187,500
Juliet Challenger, Inc. 625,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇.▇.
▇▇▇▇▇▇▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trust U/A dated 11/18/85 187,500
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for Juliet ▇▇▇ ▇▇▇▇▇▇▇ 62,500
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 62,500
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. 62,500
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 62,500
Winfield Capital Corp. 93,750
ABS Employees' Venture Fund Limited Partnership 17,662
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 15,750
Arundel Lumber Company, Inc. 15,625
E. ▇▇▇▇ ▇▇▇▇▇▇ 375
▇▇▇▇▇ ▇▇▇▇ Family Foundation 15,625
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 12,500
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12,500
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 3,125
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust #2 12,500
▇▇▇▇▇ ▇. ▇▇▇▇▇ 31,250
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 15,625
▇▇▇▇ ▇▇▇▇▇▇ 16,000
▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇, as Tenants - by -
Entirety 16,250
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Tenants - by -
Entirety 6,256
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 12,500
▇▇▇▇ ▇▇▇▇▇▇▇ 37,500
Spiegel Enterprises 15,625
Tampsco Partnership XII 125,000
Foundation Partners Fund, G.P. 125,000
Tennyson Private Placement Fund, LLC 62,500
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 25,000
Tri Ventures 15,625
Benefit Capital Management Corporation as
Investment Manager for The Prudential Insurance
Company of America, Separate Account No. VCA-GA-5298 125,000
State Treasurer of the State of Michigan, Custodian
of the Michigan Public School Employees' Retirement
System, State Employees' Retirement System,
Michigan State Police Retirement System, and
Michigan Judges Retirement System 125,000
APA Excelsior IV, L.P. 92,500
▇▇▇▇▇▇ & Co. (Cayman) LTD., Custodians for
APA/Excelsior IV/Offshore, L.P. 16,250
The P/A Fund, L.P. 16,250
---------
Total 2,328,543
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