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Exhibit 4.03
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated January 25,
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 25, 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 25, 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
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to VHA pursuant to that certain Common Stock Purchase Agreement, dated
as of January 25, 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 25, 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.
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IN WITNESS WHEREOF, this Amendment has been executed as of the
date first above written.
COMPANY: INVESTORS (Entity):
XXXXXXXX.XXX, INC.
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(Printed Entity Name Here)
By: --------------------------------------
Xxxxxx X. Xxxxxxxxxx By:
Chief Financial Officer and Secretary ------------------------------
Name:
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Title:
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INVESTORS (Individual):
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Signature Here
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Printed Name Here
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
