EXHIBIT 10.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
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AMENDMENT NO. 1 to the REGISTRATION RIGHTS AGREEMENT, dated as of
January 31, 1997 (the "Effective Date"), between Exigent Diagnostics, Inc., a
Delaware corporation (the "Company"), Exigent Partners, L.P., a Delaware limited
partnership (the "Partnership"), X. Xxxxxxx Stoughton ("Stoughton"), Xxxxxx X.
Xxxxx ("Grove"), Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxx ("Xxxxxx"),
Xxxxxx X. Xxxx ("Xxxx"), Xxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxxx X. Xxxxx
("Xxxxx") (the Partnership and each of the foregoing listed individuals is a
"Stockholder"; collectively, are the "Stockholders") ("Amendment No. 1").
W I T N E S S E T H:
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WHEREAS, the Company and the Stockholders entered into a Registration
Rights Agreement dated December 4, 1996 whereby the Company agreed to register
shares of common stock, par value $.01 per share (the "Common Stock") of the
Company (the "Shares") held by the Stockholders under certain conditions;
WHEREAS, the Company and the Stockholders desire to enter into this
Amendment No. 1 to correct certain scrivener errors contained in the
Registration Rights Agreement,
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in the Registration Rights Agreement and this Amendment No.
1, the parties hereby agree as follows:
1. Amendments to Registration Rights Agreement. The Registration
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Rights Agreement is hereby amended as follows:
(a) The fifth WHEREAS clause of the Registration Rights
Agreement is amended to read, in its entirety, as follows:
"WHEREAS, the Company intends to undertake a 7,422.775 for one
stock split and, thereafter, the offer and sale of an additional
7,500,000 shares of Common Stock (exclusive of an option by the
Company to offer and sell an additional 1,125,000 shares of Common
Stock solely to cover over subscriptions) pursuant to a private
placement memorandum contemplated by a letter of intent with Xxxxxxx
Xxxxx Securities Incorporated (the "Memorandum");"
(b) Exhibit A of the Registration Rights Agreement is amended to
read, in its entirety, as follows:
EXHIBIT A
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Name of Shareholder Number of Shares of Common Stock
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Exigent Partners, L.P. 2,899,522*
X. Xxxxxxx Stoughton 1,951,670
Xxxxxx X. Xxxxx 961,249
Xxxxxxx X. Xxxxxx 137,544
Xxxxxxx X. Xxxxxx 103,177
Xxxxxx X. Xxxx 103,177
Xxxxx X. Xxxxxxx 103,177
Xxxxxxx X. Xxxxx 225,484*
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* Subject to reduction pursuant to certain call rights
contained in Subscription Agreements executed by them and the
Company."
2. Full Force and Effect. This Amendment No. 1 shall be deemed
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effective as of the date hereof. Except as expressly amended hereby, the
Subscription Agreement shall continue in full force and effect in accordance
with the provisions thereof on the date hereof.
3. Arbitration. Any controversy or claim arising out of or relating
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to this Amendment No. 1 or the Registration Rights Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Rules of the
American Arbitration Association in effect at the time such arbitration is
instituted. The arbitration panel shall be composed of three arbitrators, one of
whom shall be chosen by the Company, one of whom shall be chosen by the
Stockholders, and one of whom shall be chosen by the two arbitrators previously
designated. If both or either of the Company and/or the Stockholders fails to
choose an arbitrator within fourteen (14) calendar days after receiving notice
of commencement of arbitration or if the two arbitrators fail to choose a third
arbitrator within fourteen (14) calendar days of their appointment, such
arbitrators shall be chosen by the American Arbitration Association. Unless the
parties to the arbitration shall otherwise agree to a different place of
arbitration, the place of arbitration shall be New York, New York. The
arbitration award shall be final and binding upon the parties thereto and may be
entered in any court having jurisdiction. Each party shall bear (i) its own
expenses in connection with such arbitration and (ii) one-half of the fees and
expenses of the American Arbitration Association and all arbitrators unless any
arbitration award shall contain otherwise provide.
4. Counterparts. This Amendment No. 1 may be executed
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(including by facsimile) in two or more counterparts, each of which for all
purposes shall be deemed to be an original and all of which together shall
constitute the same agreement.
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IN WITNESS WHEREOF, the Company and the Stockholders have duly caused
this Amendment No. 1 to be duly executed as of the day and year first above
written.
EXIGENT DIAGNOSTICS, INC.
By: /s/ X. Xxxxxxx Stoughton
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X. Xxxxxxx Stoughton
Chairman and Chief Executive Officer
EXIGENT PARTNERS, L.P.
By: /s/ X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx, General Partner
/s/ X. Xxxxxxx Stoughton
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X. XXXXXXX STOUGHTON
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxx Xxxx
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XXXXXX X. XXXX
/s/ A. K. Xxxxxxx
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XXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
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