EXHIBIT 4.3
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made
and entered into as of the 31st day of July, 1997 by and among Preferred Payment
Systems, Inc., a Delaware corporation (including its successors by merger,
acquisition, reorganization or otherwise, the "Company"), the investors named on
Schedule A attached hereto (the "Investors") and the current shareholders and
optionholders of the Company named on Schedule B attached hereto (the
"Shareholders").
WHEREAS, About Health, Inc., a Maryland corporation ("AHI"), Preferred
Payment Systems, L.L.C., a Delaware limited liability company, Preferred Payment
Systems, Inc., a Delaware corporation and the shareholders of AHI (the "AHI
Shareholders") have entered into that certain Contribution Agreement, dated July
31, 1997; and
WHEREAS, the Company, the Investors and the Shareholders desire to amend
the Registration Rights Agreement, dated as of August 30, 1996 by and among the
Company, the Investors and the Shareholders (the "Agreement"), as provided in
the Contribution Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the parties
hereby agree to amend the Agreement as follows:
A. Section 2(c) of the Agreement is hereby modified by deleting it in its
entirety and by adding the following in its place:
" (c) With respect to a request for registration pursuant to
this Section 2 other than a request as described in clause (b) above,
the Company may include in each such requested registration any
authorized but unissued shares of Common Stock (or authorized treasury
shares) for sale by the Company and the Shareholders may include in
each such requested registration shares of Common Stock held by such
Shareholders; provided, however, that any such shares of Common Stock
shall not be included to the extent that the managing underwriter of
the offering (if the offering is underwritten) or the holders of a
majority of the shares of Registrable Securities who requested the
registration (if the offering is not underwritten), determine(s) in
good faith that the inclusion of such shares will interfere with the
successful marketing of the shares of Registrable Securities to be
included in the registration. If a requested registration involves an
underwritten public offering and the managing underwriter of such
offering determines in good faith that the number of securities sought
to be offered should be limited due to market conditions, then the
number of securities to be included in such underwritten public
offering shall be reduced to a number deemed satisfactory by such
managing underwriter, provided that the shares to be excluded shall be
determined in the following order of priority: (i) securities held by
any other Persons (other than the Shareholders, the AHI Shareholders
and holders of Registrable Securities) having a contractual,
incidental "piggy back" right to include such securities in the
registration statement, (ii) securities held by the Shareholders and
the AHI Shareholders on a pro rata basis (based upon the aggregate
number of Registrable Securities held by such holders), (iii)
securities offered on behalf of the Company, (iv) Registrable
Securities of holders who did not make the original request for
registration and, if necessary, and (v) Registrable Securities of
holders who requested such registration pursuant to Section 2. If
there is a reduction of the number of Registrable Securities pursuant
to clauses (iv) or (v), such reduction shall be made on a pro rata
basis (based upon the aggregate number of Registrable Securities held
by such holders)."
B. Section 4 of the Agreement is hereby modified by deleting it in its
entirety and by adding the following in its place:
" 4. Piggyback Registration. If the Company at any time proposes
to register any of its securities under the Securities Act (including,
without limitation, pursuant to a demand of any stockholder of the
Company exercising registration rights) for sale to the public (except
with respect to registration statements on Forms X-0, X-0 or another
form not available for registering the Registrable Securities for sale
to the public), each such time it will give written notice at the
applicable address of record to each holder of Registrable Securities
and to each Shareholder of its intention to do so. Upon the written
request of any of such holders of the Registrable Securities and/or
any such Shareholders, given within twenty (20) days after receipt by
such Person of such notice, the Company will, subject to the limits
contained in this Section 4, use its best efforts to cause all such
Registrable Securities of said requesting holders and all such Common
Stock of said requesting Shareholders to be registered under the
Securities Act and qualified for sale under any state blue sky law,
all to the extent required to permit such sale or other disposition of
said Registrable
Securities and Common Stock so registered; provided, however, that if
the Company is advised in writing in good faith by any managing
underwriter of the Company's securities being offered in a public
offering pursuant to such registration statement that the amount to be
sold by persons other than the Company (collectively, "Selling
Stockholders") is greater than the amount which can be offered without
adversely affecting the offering, the Company may reduce the amount
offered for the accounts of Selling Stockholders (including such
holders of shares of Registrable Securities) to a number deemed
satisfactory by such managing underwriter; provided that the shares to
be excluded shall be determined in the following order of priority:
(i) securities held by any Persons not having any such contractual,
incidental registration rights, (ii) securities held by any Persons
not having contractual, incidental registration rights pursuant to an
agreement which is not this Agreement or the Registration Rights
Agreement dated as of July 31, 1997 by and among the Company and the
AHI Shareholders, (iii) securities held by the Shareholders and the
AHI Shareholders on a pro rata basis (based upon the aggregate number
of Registrable Securities held by such holders), and (iv) the
Registrable Securities sought to be included by the holders as
determined on a pro rata basis (based upon the aggregate number of
Registrable Securities held by such holders); provided further
however, that in the event the holders Registrable Securities shall
have received in the aggregate net proceeds of at least $30 million
from the previous sale of Registrable Securities, then the securities
sought to be included by the Shareholders and the Registrable
Securities sought to be included by the holders shall be reduced on a
pro rata basis notwithstanding clauses (iii) and (iv) above."
* * *
-3-
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company,
the Investors and the Shareholders on the day and year first above written.
COMPANY:
-------
PREFERRED PAYMENT SYSTEMS, INC.
By: ---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
INVESTORS:
---------
ADVENT NEW YORK L.P.
By: TA Associates VI L.P., its General Partner
By: TA Associates, Inc., its General Partner
By: -------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
TA VENTURE INVESTORS LIMITED PARTNERSHIP
By: -------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
ADVENT VII L.P.
By: TA Associates VII L.P., its General Partner
By: TA Associates, Inc., its General Partner
By: -------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
ADVENT ATLANTIC AND PACIFIC III, L.P.
By: TA Associates AAP III Partners, its General
Partner
By: TA Associates, Inc.
By: -------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
SHAREHOLDERS:
------------
_______________________________
Xxxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxx
_______________________________
Xxxxx X. Xxxxx
_______________________________
Xxxxx Xxxxxxxxxx
_______________________________
Xxxxx X. Xxxxxxxx
_______________________________
Xxxxxxxx Xxxxxx
_______________________________
Xxxxxx Xxxxxx
_______________________________
Xxxxxx X. Xxxxxxxx
_______________________________
Xxxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxxxxx
_______________________________
Xxxx X. Xxxxxxxxxxx
_______________________________
Xxxxxx X. Xxxxxx
_______________________________
Xxx X. Xxxxxx
_______________________________
Xxxxxxxx X. Xxxx
_______________________________
Xxxxxxxx X. Xxxxxxxxx
_______________________________
Xxxx X. Xxxxxxx
_______________________________
Xxxxxxx Xxxx
_______________________________
Xxxxx Xxxxxxx
_______________________________
Xxxxxx Xxxxxx
_______________________________
Xxx Xxxxx
_______________________________
Xxxx Xxxx XxXxxxx
_______________________________
Xxxxx Master
_______________________________
Xxxxx Xxxxxxx
SCHEDULE A
to
Amendment to Registration Rights Agreement
NAME ADDRESS
---- -------
INVESTORS:
Advent New York L.P. c/o TA Associates, Inc.
Advent VII L.P. High Street Tower
Advent Atlantic and Pacific 000 Xxxx Xxxxxx
XXX, L.P. Xxxxxx, XX 00000
TA Venture Investors Limited Attn: Xxxxxxxx X. Xxxxxxxxx
Partnership
========================================================================
SCHEDULE B
to
Amendment to Registration Rights Agreement
SHAREHOLDERS: ADDRESS:
Xxxxxx X. Xxxxxx 00 Xxxxxxxx Xxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxx 0000 Xxxxxxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxx 0000 Xxxxx Xxxx Xxxx
Xxxx Xxxx Xxxx, XX 00000
Xxxxx Xxxxxxxxxx 000 Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxxxxx 00000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Xxxxxxxx Xxxxxx 0 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx 000 Xx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx 0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxxxx 000 0xx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxxxxxx 00 X 000 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxxxxxxxxx 000 Xxxxxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxx 000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxx Xxxxxx 000 Xxxx 0000 Xxxxx
Xxxxx Xxxxx, XX 00000
Xxx Xxxx 24WO45 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx
X. Xxxx Xxxx Xxxx, XX 00000
Xxxxxxx Xxxx 000 Xxxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Xxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxx Xxxxx 0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
Xxxx Xxxx XxXxxxx 0000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Xxxxx Master ONO 00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxx 0000 Xxxxxxx Xx. #X000
Xxxxxxx Xxxxx, XX 00000
=========================================================================
OPTIONHOLDERS: ADDRESS:
Xxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxx Xxxxxxxxx 00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxx 0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxxx Zernan X.X. Xxx 000
Xxxxx, XX 00000
Xxxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxxx 0000 Xxx Xxx Xxxx
Xxxxxx Xxxxxx, XX 00000
Xxxxx Xxxxxxxx 00000 Xxxxxx Xxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
Xxxx Xxxxxxxx 00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxx 00000 Xxxxxx Xxx, #00
Xxxxxx Xxxxxx, XX 00000
Xxxxx Xxxxxx 0X Xxxx Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxx XxXxxxxx Xx. 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx
Xxxxxxx Xxxx, XX 00000
Xxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx 000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxx 00000 Xxxxx Xxxxx, #000
Xxxxxxx, XX 00000
Xxxxx Xxxx 00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx XxXxxx 00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxxx Xxxxxxxxxxx 0000 Xxxxxxx Xxxxxx, #000
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
