Exhibit 10.5
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT
This is an Amendment No. 3 ("Amendment") to the Registration Rights
Agreement dated October 22, 2002, as amended, entered into by and among Silver
Key Mining Company, Inc., a Nevada corporation, now known as Health Systems
Solutions, Inc. (the "Company"), and the holders (the "Investors") of the
Company's capital stock and capital stock underlying Warrants set forth on the
signature page hereof (collectively, the "Parties").
WHEREAS, the Parties entered into a Registration Rights Agreement dated
October 22, 2002, as amended (the "Registration Rights Agreement"), and the
Parties wish to amend the Registration Rights Agreement;
NOW, THEREFORE, in consideration of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Parties. The Parties, intending to be legally bound, agree as follows:
A. Amendment. Section 4(a) of the Registration Rights Agreement is
deleted in its entirety a replaced with the following:
"4. REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES
(a) The Company agrees that it will prepare and file with the Commission, (i) on
or before December 31, 2004 (on Form S-1 or SB-2, or other appropriate
registration statement form) under the Securities Act (the "Registration
Statement"), and (ii) if at least 20% of the Registrable Securities covered
under the Registration Statement filed under (i) remain unsold during the
effective period of such Registration Statement, then within 20 days following
receipt of a written notice from the holders representing a majority of such
unsold Registrable Securities, another Registration Statement so as to permit a
resale of the Securities under the Securities Act by the Holders as selling
stockholders and not as underwriters."
B. Continuing Effect of Registration Rights Agreement. Unless expressly
modified by the provisions of this Amendment, the terms of the Registration
Rights Agreement, remain in full force and effect and are expressly ratified
herein.
C. Counterparts. This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on this 25th day of March, 2004.
COMPANY
By: /s/X.X. Xxxxxxx
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Name: X.X. Xxxxxxx
Title: President
INVESTORS:
STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President
/s/ XXXXXX XXXXX
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XXXXXX XXXXX
/s/ XXXXXX XXXXX
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XXXXXX XXXXX
/s/ XXXXXXX PI
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XXXXXXX PI
/s/ XXXXXXX XXXXXXXXXX
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XXXXXXX XXXXXXXXXX
DELUXE INVESTMENT COMPANY
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx
