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EXHIBIT 7.3
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT is made and
entered into this __ day of February, 1999, by and between Ceres Group, Inc., a
Delaware corporation and successor-in-interest to Central Reserve Life
Corporation, an Ohio corporation (the "Company"), and the persons and entities
set forth on the signature page attached hereto.
WHEREAS, the Company and Insurance Partners, L.P., Insurance Partners
Offshore (Bermuda), L.P., Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx, Mercantile Bank
of Northern Illinois, Trustee of the Conseco Stock Option Director Plan FBO
Xxxxxxx Xxxxxxxx #08590033, Mercantile Bank of Northern Illinois, Trustee of the
Conseco Stock Option Director Plan FBO Xxxxxxx Xxxxxxxx #08590034, Xxxxx Xxxx,
Xxx Xxxxx, Turkey Vulture Fund XIII, Ltd., Xxxx X. Xxxxxx, Xxxxxx Family Limited
Partnership, Medical Mutual of Ohio, United Payors and United Providers, Inc.,
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx XXX, and LEG Partners SBIC, L.P. (collectively
the "Investors"), executed a Registration Rights Agreement, dated July 1, 1998
(the "Registration Rights Agreement") pursuant to which the Investors would have
certain registration rights relating to shares of the Company's common stock,
par value $0.001 per share (the "Common Shares"), owned by the Investors;
WHEREAS, the Company has offered 2,000,000 Common Shares (the "Offering
Shares") in a private placement offering of even date herewith (the "Offering");
WHEREAS, the Company desires to include the Offering Shares in the
Registration Rights Agreement and make the purchasers of the Offering Shares
subject to and bound by the Registration Rights Agreement;
WHEREAS, the purchasers of the Offering Shares have agreed to be bound
by and subject to, and have the Offering Shares be included in the definition of
"Registrable Shares" in, the Registration Rights Agreement; and
WHEREAS, the Company and the Investors listed on the signature page
attached hereto (together the "Parties") have agreed to modify the Registration
Rights Agreement upon the terms and conditions set forth herein:
NOW, THEREFORE, the Parties agree as follows:
1. The Investors listed on the signature page attached hereto, which
are holders of at least a majority of the Registerable Shares (as that term is
defined in the Registration Rights Agreement), hereby consent to this amendment
to the Registration Rights Agreement pursuant to Section 10.3 thereof.
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2. The term "Investor" as defined in the Registration Rights
Agreement is modified to include the purchasers of Offering Shares that were not
"Investors" under the Registration Rights Agreement as of July 1, 1998.
3. The terms "Offering" and "Offering Shares" shall be added to
Section 1 of the Registration Rights Agreement and shall be as follows:
"Offering" means the offering by the Company of 2,000,000 Common Shares
in a private placement offering in connection with the acquisition of
Continental General Corporation, a Nebraska corporation.
"Offering Shares" means the 2,000,000 Common Shares offered by the
Company in the Offering.
4. The definition of "Registerable Shares" in Section 1 of the
Registration Rights Agreement is modified, in its entirety, as follows:
"Registrable "Shares" means at any time (i) any Common Shares then
outstanding which were issued pursuant to the Stock Purchase Agreement; (ii)
any Common Shares then outstanding which were issued pursuant to the Offering;
(iii) any Common Shares then outstanding and held by any Investor (including
the Common Shares issuable upon exercise of the Warrants (as defined in the
Stock Purchase Agreement)); (iv) any Common Shares then outstanding which were
issued as, or were issued directly or indirectly upon the conversion or
exercise of other securities issued as, a dividend or other distribution with
respect or in replacement of any shares referred to in (i), (ii) or (iii); and
(v) any Common Shares then issuable directly or indirectly upon the conversion
or exercise of other securities which were issued as a dividend or other
distribution with respect to or in replacement of any shares referred to in
(i), (ii) or (iii); provided, however that Registrable Shares shall not include
any shares which have been registered pursuant to the Securities Act or which
have been sold to the public pursuant to Rule 144 of the Commission under the
Securities Act. For purposes of this Agreement, a Person will be deemed to be a
holder of Registrable Securities whenever such Person has the then-existing
right to acquire such Registrable Shares, whether or not such acquisition
actually has been effected.
5. All questions concerning the construction, validity and
interpretation of this Amendment No. 1 to the Registration Rights Agreement, and
the performance of the obligations imposed by this Amendment No. 1, shall be
governed by the laws of the State of Ohio applicable to contracts made and
wholly performed in that state.
6. Except as specifically provided herein, all other terms of the
Registration Rights Agreement shall apply and shall remain unmodified and in
full force and effect.
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IN WITNESS WHEREOF, the Parties hereby execute this Amendment No. 1 to
the Registration Rights Agreement as of the date set forth above.
CERES GROUP, INC.
/s/ XXX XXXXX
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By: XXX XXXXX
Its: PRESIDENT
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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
CONSENT OF HOLDERS OF A MAJORITY OF REGISTRABLE SHARES
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P.,
its General Partner
By: Insurance GenPar MGP, L.P.,
its General Partner
By: Insurance GenPar MGP, Inc.,
its General Partner
/s/ XXXXXX X. SPASS
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By: Xxxxxx X. Spass
Its: President
INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P.
By: Insurance GenPar (Bermuda), L.P.,
its General Partner
By: Insurance GenPar (Bermuda) MGP, L.P.,
its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd.,
its General Partner
/s/ XXXXXX X. SPASS
-----------------------------------------
By: Xxxxxx X. Spass
Its: President
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
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SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX
/s/ XXXXXXX X. XXXXXX, XX.
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XXXXXXX X. XXXXXX, XX.
XXXX-CERES, LP
/s/ XXXXXX X. XXXX
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By: XXXXXX X. XXXX
Its: MANAGING MEMBER
/s/ XXXX XXXXXXXX
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XXXX XXXXXXXX
/s/ XXXXX XXXXX
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XXXXX XXXXX
/s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
/s/ XXXXX X. XXXXX
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XXXXX X. XXXXX
XXXXXXX X. XXXXXXXX XXX
By: Xxxxxx, Xxxxxxxx & Co., Inc., Custodian
/s/ XXXXX XXXXXX
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By: XXXXX XXXXXX
Its: VICE PRESIDENT
XXXXXXX X. XXXXXXX XXX
By: Xxxxxx, Xxxxxxxx & Co., Inc., Custodian
/s/ XXXXX XXXXXX
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By: XXXXX XXXXXX
Its: VICE PRESIDENT
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