EXHIBIT 10.55
REGISTRATION RIGHTS AGREEMENT
This Agreement, made as of the 1st day of July, 2002 by and among
CareCentric, Inc., a Delaware corporation, herein sometimes referred to as
"Company", and Mestek, Inc., a Pennsylvania corporation, herein sometimes
referred to as the "Investor".
WHEREAS, the Company has requested that the Investor restructure and
refinance certain debt, equity and derivative investments the Investor has made
in the Company, whereby the Investor is, inter alia, refinancing and advancing
to the Company $4,000,000 evidenced by a secured, convertible term note of even
date herewith (the "Credit Facility"): and
WHEREAS, as additional consideration for the Credit Facility and the
investment restructuring, the Company has agreed to provide for a convertibility
feature to the Investor's existing 5,600,000 shares of Series B Preferred Stock,
such that the stock is convertible at an exchange rate of 1.07 shares of Company
Common Stock for each share of Series B Preferred Stock; and
WHEREAS, the parties have agreed that in conjunction with the issuance
of conversion rights for the Series B Preferred Stock, the Investor shall be
entitled to certain registration rights;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
(a) The term "Closing Date" means the date of this Agreement.
(b) The term "Form S-3" means such form under the Securities Act as in
effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC which permits inclusion
or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(c) The term "Form S-4" means such form under the Securities Act as in
effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC for corporate
combinations and exchange offers which permits inclusion or
incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any permitted transferee or assignee
thereof.
(e) The term "Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any other
entity organization, including a governmental entity.
(f) The terms "register", "registered", and "registration" refer to a
registration effected by preparing and filing a registration statement
or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration
statement or document.
(g) The term "Registrable Shares" means (i) the Company's Common Stock
issuable or issued upon conversion of the Series B Preferred Stock
purchased pursuant to this Agreement, and (ii) any Common Stock or
other securities issued or issuable in respect of shares referenced in
(i) above, upon any stock split, stock dividend, recapitalization, or
similar event; excluding in all cases, however, any Registrable
Securities sold by a Person in a transaction in which such Person's
rights under this Section 1 are not assigned.
(h) The term "SEC" means the Securities and Exchange Commission.
(i) The term "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, or partnership of which such
Person owns, either directly or through its subsidiaries or
affiliates, more than fifty percent (50%) of (i) the total combined
voting power of all classes of voting securities in the case of a
corporation or (ii) the capital or profit interests therein in the
case of a partnership.
1.2 Request for Registration. Upon request of the Investor, the Company will
use its best efforts to file within 45 days of a request from Investor a
registration statement with the SEC (utilizing Form S-3 or a successor form
thereto and Rule 415 to the extent available) to register Registrable
Shares as requested by the Investor. The Company shall not be required to
file more than three such registration statements (excluding any
registration statement which is delayed pursuant to Section 1.4(e) below
and through which the Investor is unable to register eighty percent (80%)
or more of the amount of Registrable Shares that Investor originally
requested to register in such registration statement), and no such filing
shall be made prior to the date which is six months after the Closing Date.
1.3 Company Registration. If the Company at any time proposes to register an
offering of its securities under the Securities Act, either for its own
account or for the account of or at the request of one or more Persons
holding securities of the Company, the Company will:
(a) give written notice thereof to the Investor (which shall include a
list of the jurisdictions in which the Company intends to attempt to
qualify such securities under the applicable blue sky or other state
securities laws) within 10 days of its receipt of a request from one
or more Persons holding securities of the Company to register
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securities, or from its decision to effect a registration of
securities for its own account, whichever first occurs; and
(b) use its best efforts to include in such registration and in any
underwriting involved therein, all the Registrable Shares specified in
a written request by the Investor made within 30 days after receipt of
such written notice from the Company, except as set forth in Section
1.4(e) below and subject to the currently existing piggyback rights
referenced in Section 1.10.
1.4 Obligations of the Company. If and whenever pursuant to the provisions of
this Section 1 the Company effects registration of Registrable Shares under the
Securities Act and state securities laws, the Company shall:
(a) Prepare and file with the SEC a registration statement with respect to
such securities and use its best efforts to cause such registration
statement to become and remain effective for a period not to exceed
two years after the filing (but which period shall be extended by the
duration of any delay periods under clause (e) below);
(b) Use its best efforts to register or qualify the securities covered by
such registration statement under the securities or blue sky laws of
such jurisdictions as the Investor shall reasonably request, and do
any and all other acts and things which may be necessary or advisable
(in the reasonable opinion of Investor) to enable Investor to
consummate the disposition thereof; provided, however, that in no
event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action
which would subject it to the service of process in suits other than
those arising out of the offer or sale of the securities covered by
such registration statement in any jurisdictions where it is not now
so subject;
(c) As promptly as practicable prepare and file with the SEC such
amendments and supplements to any registration statement and
prospectus used pursuant to or in connection with this Agreement as
may be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement
until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement or for such
shorter period as may be required herein; and
(d) Furnish to Investor such number of conformed copies of its
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits, such number of copies of
the prospectus comprised in such registration statement (including
each preliminary prospectus and any summary prospectus), in conformity
with the requirements of the Securities Act), and such other related
documents as Investor may reasonably request in order to facilitate
the disposition of the Registrable Shares to be registered.
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(e) Anything in this Agreement to the contrary notwithstanding:
(i) The Company may defer the filing ("Filing") of any registration
statement or suspend the use of a prospectus under a currently
effective registration statement under this Agreement at its
discretion for "Good Cause." "Good Cause" means either if (1) the
Company is engaged in active negotiations with respect to the
acquisition of a "significant subsidiary" as defined in Regulation S-X
promulgated by the SEC under the Exchange Act and the Securities Act
which would in the opinion of counsel for the Company be required to
be disclosed in the Filing; or (2) in the opinion of counsel for the
Company, the Filing would require the inclusion therein of certified
financial statements other than those in respect of the Company's most
recently ended full fiscal year and any preceding full fiscal year,
and the Company may then, at its option, delay the imposition of its
registration obligations hereof until the earlier of (A) the
conclusion or termination of such negotiations, or the date of
availability of such certified financial statements, whichever is
applicable, or (B) 60 days from the date of the registration request.
(ii) In the event the Company has deferred a requested Filing,
pursuant to the preceding paragraph, such deferral period shall end if
the Company registers shares for resale by another stockholder of the
Company. In the event the Company undertakes an underwritten public
offering to issue the Company securities for cash during any period in
which a requested Filing has been deferred or if the registration of
which the Company gives notice under Section 1.3(a) is for an
underwritten public offering to issue the Company securities for cash,
the Company shall include the Registrable Securities in such
underwritten offering subject to (A) the right of the managing
underwriters to object to including such shares, (B) Section 1.10, and
(C) the condition that the Investor selling Registrable Shares in such
underwritten offering shall cooperate in the registration process in
all material respects, including execution by the Investor of the
underwriting agreement agreed to by the Company and the underwriters.
(iii) If the managing underwriter elects to limit the number or amount
of securities to be included in any registration referenced in the
preceding paragraph or in Section 1.3(a), all Persons holding
securities of the Company (including the Investor) who hold
registration rights and who have requested registration (collectively,
the "Security Holders") shall, subject to Section 1.10 hereof,
participate in the underwritten public offering pro rata based upon
the ratio of the total number or amount of securities to be offered in
the offering to the total number or amount of securities held by each
Security Holder (including the number or amount of securities which
each such Security Holder may then be entitled to receive upon the
exercise of any option or warrant, or the exchange or conversion of
any security or loan, held by such Security Holder). If any such
Security Holder would thus be entitled to include more securities than
such Security Holder requested to be registered, the excess shall be
allocated among the other Security Holders pro rata in a manner
similar to that described in the previous sentence.
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(iv) The Company may amend any registration statement to withdraw
registration of the Investor's Registrable Shares if Investor fails or
refuses to cooperate in full and in a timely manner with all
reasonable requests relating to such registration and the public
offering generally made by the Company, the underwriters (if any),
their respective counsel and the Company's auditors.
1.5 Expenses. Without regard to whether the registration statement relating to
the proposed sale of the Registrable Shares is made effective or the
proposed sale of such shares is carried out, the Company shall pay the fees
and expenses in connection with any such registration including, without
limitation, legal, accounting and printing fees and expenses in connection
with such registration statements, the registration filing and examination
fees paid under the Securities Act and state securities laws and the filing
fees paid to the National Association of Securities Dealers, Inc.
Notwithstanding the foregoing, the Investor shall be responsible for the
payment of underwriting discounts and commissions, if any, and applicable
transfer taxes relating to the Registrable Shares sold by Investor and for
the fees and charges of any attorneys or other advisers retained by
Investor.
1.6 Indemnification. In the event any Registrable Shares are included in a
registration statement under this Section 1:
(a) To the extent permitted by law, with respect to each registration,
qualification, or compliance that has been effected pursuant to this
Agreement, the Company will indemnify and hold harmless Investor, his
legal counsel and accountants (each a "Representative"), and any
underwriter (as defined in the Securities Act) for Investor and any
controlling Person of such underwriter against any losses, claims,
damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such expenses, losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein, offering circular or other document or any
amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required or allegedly
required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any other federal
or state securities law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any other federal or state
securities law; and the Company will pay Investor, Investor's
Representative, underwriter and any controlling Person of such
underwriter or controlling Person any legal or other expenses
reasonably incurred by such Person in connection with investigating or
defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability, or action to the
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extent that it arises out of or is based upon a Violation that occurs
in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Investor.
(b) To the extent permitted by law, Investor will indemnify and hold
harmless the Company, each of the Company's directors, each of the
Company's officers who has signed the registration statement, each
Person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter, any other Holder selling securities
in such registration statement and any controlling Person of any such
underwriter or other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing Persons
may become subject, under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity
with written information furnished by the Investor expressly for use
in connection with such registration; and the Investor will pay any
legal or other expenses reasonably incurred by any Person intended to
be indemnified pursuant to this subsection, in connection with
investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in
this subsection shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Investor, which consent shall not
be unreasonably withheld; provided, that, in no event shall any
indemnity under this subsection exceed the net proceeds after
unreimbursed expenses and commissions from the offering received by
Investor.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section, deliver
to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume the defense of
such action, with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other
indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the
fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying
party of its liability to the indemnified party under this Section 1.6
only to the extent that the indemnifying party has been injured by the
delay. The omission so to deliver written notice to the indemnifying
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party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section.
(d) If the indemnification provided for in this Section is held by a court
of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such
loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant
equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.
(e) No indemnifying party, in defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnifying party of a release from all liability
in respect to such claim or litigation.
(f) To the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection
with any underwritten public offering are in conflict with the
foregoing provisions, the provisions in this Agreement shall control.
(g) The obligations of the Company and the Investor under this Section 1.6
shall survive the completion of any offering of Registrable Securities
in a registration statement under this Section 1.6, and otherwise.
1.7 Information by the Investor. The Investor of Registrable Securities shall
furnish to the Company such information regarding the Investor and the
distribution proposed by him as the Company may reasonably request in
writing and as shall reasonably be required in connection with any
registration or qualification referred to in this Section 1.
1.8 SEC Rule 144 Reporting and Reports Under Securities Exchange Act. With a
view to making available to the Investor the benefits of SEC Rule 144
promulgated under the Securities Act and any other rule or regulation of
the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration or pursuant to a registration on
Form S-3 or its successor, the Company agrees to:
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(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times from and after ninety
(90) days following the effective date of the first registration
statement filed by the Company for the offering of its securities to
the general public;
(b) take such action, including the voluntary registration of its Common
Stock under Section 12 of the Exchange Act, as is necessary to enable
the Investor to utilize Form S-3 or its successor for the sale of his
Registrable Securities, such action to be taken as soon as practicable
after the end of the fiscal year in which the first registration
statement filed by the Company for the offering of its securities to
the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act
after it has become subject to such reporting requirements; and
(d) furnish to the Investor, so long as the Investor owns any Registrable
Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC
Rule 144 (at any time from and after ninety (90) days following the
effective date of the first registration statement filed by the
Company for an offering of the securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 or its
successor (at any time after it so qualifies), (ii) a copy of the most
recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company (at any time after it
has become subject to such reporting requirements), and (iii) such
other information as may be reasonably requested in availing the
Investor of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to
such Form S-3 or its successor.
1.9 Transfer or Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may
be transferred or assigned (but only with all related obligations) by the
Investor to a transferee or assignee of such securities, provided: (a) the
Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and
of the securities with respect to which such registration rights are being
assigned; (b) such transferee or assignee agrees in writing to be bound by
and subject to the terms and conditions of this Agreement; (c) such
assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act; and (d) such assignment shall only be
effective if it complies with all applicable federal and state securities
laws. For the purposes of determining the number of shares of Registrable
Securities held by a transferee or assignee, the holdings of transferees
and assignees of a partnership who are partners or retired partners of such
partnership (including spouses and ancestors, lineal descendants and
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siblings of such partners or spouses who acquire Registrable Securities by
gift, will or intestate succession) shall be aggregated together and with
the partnership.
1.10 Priority and Limitation on Subsequent Registration Rights.
(a) The parties hereto acknowledge that the rights to registration
contained herein shall be subject to (i) the registration rights
contained in Section 2(k) of those certain Registration Rights
Agreements ("Registration Rights Agreements") dated October 6, 1996 by
and among InfoMed Holdings, Inc. (as predecessor in interest to the
Company) and certain shareholders of the Company named therein, the
registration rights granted pursuant to that certain Second Amended
and Restated Agreement and Plan of Merger and Investment Agreement
dated as of October 25, 1999 among MCS, Inc., Mestek, Inc., the
Company, the Investor, Xxxxxxx X. Xxxx and E. Xxxxxxx Xxxx (the "MCS
Merger Agreement"), (iii) the registration rights granted to Xxxx X.
Xxxx pursuant to a Series D Convertible Preferred Stock Purchase
Agreement between Xxxx X. Xxxx and the Company dated June 12, 2002
(the "Series D Agreement") and (iv) the registration rights granted
pursuant to that certain Agreement and Plan of Merger dated as of July
12, 1999 among CareCentric Solutions, Inc., Xxxxxxx Acquisition
Corporation and the Company (the "CareCentric Merger Agreement");
provided that the registration rights set forth in the Registration
Rights Agreements, the MCS Merger Agreement the Series D Agreement and
the CareCentric Merger Agreement shall only have priority over the
registration rights granted pursuant to this Agreement to the extent
required in such agreements and to the extent that any such prior
rights have not been waived or amended.
(b) Subject to Section 1.10(d), the Company will not grant any right of
registration under the Securities Act relating to any of its equity
securities to any person or entity other than pursuant to this
Agreement unless the Investor shall be entitled to have included in
such registration all Registrable Shares requested by Investor to be
so included prior to the inclusion of any securities requested to be
registered by the persons or entities entitled to any such other
registration rights, other than securities subject to the Registration
Rights Agreements, the MCS Merger Agreement, the Series D Agreement
and the CareCentric Merger Agreement, which shall have priority (but
only to the extent that such prior rights have not been waived or
amended).
(c) Subject to Section 1.10(d), for so long as the Investor owns
securities representing 20% or more of the voting power of the Company
on a fully diluted basis, and except as expressly set forth in this
Section 1.10, no other Person shall be entitled to "piggyback" or
participate in any of the demand registrations that Investor initiates
pursuant to Section 1.2 without such Investor's prior written consent.
(d) The parties agree that the rights to registration contained herein
shall be pari passu with the rights to registration granted in (i)
that certain Secured Convertible Credit Facility and Security
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Agreement between the Company and the Investor, dated of even date
herewith, (ii) those certain Warrants, dated of even date herewith,
for 400,000 shares of Company Common Stock and for 490,396 shares of
Company Common Stock being exchanged by the Investor for previously
issued Warrants.
1.11 Suspension of Registration Rights. The right of any Holder to request
registration of shares as provided in this Section 1shall be suspended during
any period of time that all of the Registrable Securities held and entitled to
be held (as a result of conversion of Series B Preferred Stock held) by the
Investor may immediately be sold under SEC Rule 144.
2. Miscellaneous.
2.1 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
2.2 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Delaware, without regard to the conflict of law principles
of said State.
2.3 Counterparts. This Agreement may be executed 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.
2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
2.5 Notices. Unless otherwise provided, any notice required or permitted under
this Agreement shall be given in writing and shall be delivered (a) by hand, (b)
by U.S. mail, certified mail, return receipt requested, or (c) by facsimile to
the party to be notified, at the address indicated for such party on the
signature page hereof, or at such other address as such party may designate by
ten (10) days' advance written notice to the other parties. Notices shall be
deemed to have been given and served (a) where delivered by hand, at time of
delivery, (b) where delivered by U.S. mail, on acknowledgment of receipt as
shown by the date indicated on the return receipt as having been received, and
(c) where delivered by facsimile, 24 hours after transmission confirmation by
the transmitting machine unless, within those 24 hours the intended recipient
has informed the sender that the transmission was received in an incomplete or
garbled form, or the transmission report of the sender indicates a faulty or
incomplete transmission. If such receipt is on a day that is not a working day
or is later than 5 p.m. (local time) on a working day, the notice shall be
deemed to have been given and served on the next working day.
2.6 Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to the Investor upon any breach or default of the Company under
this Agreement shall impair any such right, power or remedy of the Investor, nor
shall it be construed to be a waiver of any such breach or default or an
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acquiescence thereto, or to any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of the Investor of any
breach or default under this Agreement, or any waiver on the part of the
Investor of any provisions or conditions of this Agreement, must be made in
writing and shall be effective only to the extent specifically set forth in such
writing.
2.7 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.
2.8 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority of the Common Stock
issued or issuable upon conversion of the Series B Preferred Stock. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Securities purchased under this Agreement at the time
outstanding (including securities into which such Securities are convertible),
each future holder of all such Securities, and the Company.
2.9 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance with its
terms.
2.10 Entire Agreement. This Agreement, the documents referred to herein and the
documents delivered in connection herewith constitute the entire agreement among
the parties and no party shall be liable or bound to any other party in any
manner by any warranties, representations, or covenants except as specifically
set forth herein or therein.
2.11 No Third Party Beneficiaries. Nothing in this Agreement is intended to
confer upon any person other than the parties hereto any right or remedies.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
CARECENTRIC, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Its: President
0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: 000-000-0000
MESTEK, INC.
By: /s/ X.X. Xxxxx
-------------------------------------
Name: X.X. Xxxxx
Its: President & COO
000 Xxxxx Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax: 000-000-0000
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1490030
