Exhibit 10.2
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AND REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 dated July 8, 1996 to STOCKHOLDERS AGREEMENT and
REGISTRATION RIGHTS AGREEMENT by and among AmComp Incorporated, a Delaware
corporation (the "Company"), Florida Administrators, Inc., a Florida corporation
("FAI"), and the several parties named on the signature pages hereof under the
heading "Stockholders" (collectively, the "Stockholders").
W I T N E S S E T H
WHEREAS, the Company, FAI and the Stockholders have entered into (i) a
certain Stockholders Agreement dated as of January 26, 1996 and (ii) a certain
Registration Rights Agreement dated January 26, 1996 (the "Registration Rights
Agreement"); and
WHEREAS, the parties to each of the Stockholders Agreement and
Registration Rights Agreement desire to amend and clarify such Agreements.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
Section 1. CAPITALIZED TERMS. All capitalized terms used herein
and not defined shall have the meanings accorded them in the Stockholders
Agreement.
Section 2. TRANSFEREES OF COMMON STOCK. No sale, transfer or other
disposition of shares of Common Stock pursuant to Section 4 of the Stockholders
Agreement shall be valid unless any such transferee thereof is joined as a party
to the Stockholders Agreement and the Registration Rights Agreement by executing
and delivering a Consent and Agreement substantially in the form of Exhibit A-1
hereto or A-2 hereto, whichever is applicable.
Section 3. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
AMCOMP INCORPORATED
By: /s/Xxx X. Xxxxxxxx, Pres.
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Name:
Title:
FLORIDA ADMINISTRATIONS, INC.
By: /s/Xxx X. Xxxxxxxx, Pres.
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Name:
Title:
THE STOCKHOLDERS
/s/Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
XXXXX XXXXXX, XXXXXXXX & XXXXX
VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/Xxxxx Xxxxxxxx
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Name:
Title:
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners,
General Partner
By: /s/Xxxxxxx X. Xxxxx
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Name:
Title:
-2-
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
DLJ CAPITAL CORPORATION
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. XxXxxxxxx
-3-
/s/Xxxxx Xxxxxxxx
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Xxxxx XxxXxxxx
/s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
/s/Xxxxxxx X. Xx Xxxxxx
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Xxxxxxx X. xx Xxxxxx
XXXXX X. XXXXXX - TRUSTEE F/B/O XXXXX
X. XXXXXX PROFIT SHARING PLAN, DLJSC
CUSTODIAN
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Trustee
HORIZON INVESTMENTS ASSOCIATES, I
By: /s/Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: General Partner
SPROUT CEO FUND, L.P.
By: DJL Capital Corporation
Its: General Partner
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
/s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
-4-
/s/Xxxxxxx X. Xxxx, M.D.
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Xxxxxxx X. Xxxx, M.D.
/s/Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/Xxxx X. Xxxx
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Xxxx X. Xxxx
-5-
EXHIBIT A-1
CONSENT AND AGREEMENT
(Founder Group)
WHEREAS, AmComp Incorporated, a Delaware corporation (the "Company"),
Florida Administrators, Inc., a Florida corporation ("FAI"), and the several
parties named on the signature pages thereof under the heading "Purchasers" and
the several parties named on the signature pages thereof under the heading
"Founders" are parties to (i) a certain Stockholders Agreement dated as of
January 26, 1996 (the "Stockholders Agreement") and (ii) a certain Registration
Rights Agreement dated January 26, 1996 (the "Registration Rights Agreement").
WHEREAS, _________________ has agreed to transfer _______ shares of
Common Stock, $.01 par value per share, of the Company (the "Shares") to the
undersigned.
NOW, THEREFORE, the undersigned hereby consents and agrees as follows:
4. The undersigned is joined as a party to the Stockholders
Agreement as a Founder, except that the undersigned shall not be deemed to be a
Founder under the Stockholders Agreement for purposes of (i) consenting to the
designation of the Purchaser Designee pursuant to Section 1(a)(ii)(z) of the
Stockholders Agreement or (ii) designating the Founder Designee pursuant to
Section 1(a)(ii)(B). The undersigned shall not be entitled in its capacity as a
Stockholder to reasonable out-of-pocket expenses incurred by it in attending
meetings as provided in the last sentence of Section 1(a) of the Stockholders
Agreement. The provisions of Section 7(b) of the Stockholders Agreement shall be
inapplicable to the undersigned. All capitalized terms used in this Section 1
and not defined herein shall have the meanings accorded them in the Stockholders
Agreement.
5. The undersigned is joined as a party to the Registration Rights
Agreement as a Founder and the Shares shall be deemed Founders Stock, except
that the undersigned shall not be entitled to request that the Company effect a
registration on Form S-3 as provided in Section 5 of the Registration Rights
Agreement. Notwithstanding the foregoing, if any other holder of Founders Stock
or any holder of Restricted Stock shall make such a request of the Company, the
undersigned shall be entitled to join in such request as contemplated by such
Section 5. All capitalized terms used in this Section 2 and not defined herein
shall have the meaning accorded them in the Registration Rights Agreement.
6. The undersigned acknowledges that the certificates for the Shares
shall bear a legend substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26,
1996 AMONG AMCOMP INCORPORATED (THE "COMPANY") AND CERTAIN HOLDERS OF
SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY."
7. No sale, disposition or transfer of the Shares shall be made
unless the transferee of such Shares shall agree to join the Stockholder
Agreement and the Registration Rights Agreement by means of a Consent and
Agreement substantially in the form hereof.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Agreement on ___________________.
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Name:
Address:
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EXHIBIT A-2
CONSENT AND AGREEMENT
(Purchaser Group)
WHEREAS, AmComp Incorporated, a Delaware corporation (the "Company"),
Florida Administrators, Inc., a Florida corporation ("FAI"), and the several
parties named on the signature pages thereof under the heading "Purchasers" and
the several parties named on the signature pages thereof under the heading
"Founders" are parties to (i) a certain Stockholders Agreement dated as of
January 26, 1996 (the "Stockholders Agreement") and (ii) a certain Registration
Rights Agreement dated January 26, 1996 (the "Registration Rights Agreement").
WHEREAS, _________________ has agreed to transfer _______ shares of
Common Stock, $.01 par value per share, of the Company (the "Shares") to the
undersigned.
NOW, THEREFORE, the undersigned hereby consents and agrees as follows:
8. The undersigned is joined as a party to the Stockholders
Agreement as a Purchaser, except that the undersigned shall not be deemed to be
a Purchaser under the Stockholders Agreement for purposes of (i) consenting to
the designation of the Founders Designee pursuant to Section 1(a)(i)(B) of the
Stockholders Agreement or (ii) designating the Purchaser Designee pursuant to
Section 1(a)(ii)(z). The undersigned shall not be entitled in its capacity as a
Stockholder to reasonable out-of-pocket expenses incurred by it in attending
meetings as provided in the last sentence of Section 1(a) of the Stockholders
Agreement. The provisions of Section 7(b) of the Stockholders Agreement shall be
inapplicable to the undersigned. All capitalized terms used in this Section 1
and not defined herein shall have the meanings accorded them in the Stockholders
Agreement.
9. The undersigned is joined as a party to the Registration Rights
Agreement as a Purchaser and the Shares shall be deemed Restricted Stock, except
that the undersigned shall not be entitled to request that the Company effect a
registration on Form S-3 as provided in Section 5 of the Registration Rights
Agreement. Notwithstanding the foregoing, if any other holder of Restricted
Stock or any holder of Founders Stock shall make such a request of the Company,
the undersigned shall be entitled to join in such request as contemplated by
such Section 5. All capitalized terms used in this Section 2 and not defined
herein shall have the meaning accorded them in the Registration Rights
Agreement.
10. The undersigned acknowledges that the certificates for the Shares
shall bear a legend substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26,
1996 AMONG AMCOMP INCORPORATED (THE "COMPANY") AND CERTAIN HOLDERS OF
SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY."
11. No sale, disposition or transfer of the Shares shall be made
unless the transferee of such Shares shall agree to join the Stockholder
Agreement and the Registration Rights Agreement by means of a Consent and
Agreement substantially in the form hereof.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Agreement on ___________________.
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Name:
Address:
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