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Exhibit 10.135
AMENDMENT AND JOINDER
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment and Joinder (the "Amendment") to that certain
Registration Rights Agreement (the "Agreement") dated as of October 8, 1999 by
and between Balanced Care Corporation, a Delaware corporation (the "Company"),
and IPC Advisors S.a.r.l. ("IPC Advisors"), is entered into as of this 31st day
of July, 2000 by and among the Company, IPC Advisors, HR Investments Limited
("HR"), RH Investments Limited ("RH") and VXM Investments Limited
("VXM")(hereinafter, HR, RH and VXM shall be individually and collectively
referred to as the "Debenture Purchaser").
WITNESSETH:
WHEREAS, the Company and each Debenture Purchaser have entered into
those certain Purchase Agreements each dated as of June 30, 2000 (individually,
a "Purchase Agreement" and collectively, the "Purchase Agreements") pursuant to
which, among other things, the Company has agreed to issue and sell to each
Debenture Purchaser, and each Debenture Purchaser has agreed to purchase from
the Company, on the date hereof a debenture in the original principal amount of
approximately $4,666,667 (individually, a "Debenture" and collectively, the
"Debentures"); and
WHEREAS, each Debenture is convertible into shares of the common stock,
par value $.001 per share, of the Company; and
WHEREAS, the Purchase Agreements provide that the parties shall enter
into this Amendment as of the date hereof.
NOW THEREFORE, the parties hereby agree as follows:
1. Incorporation of Recitals; Definitions. The recitals set forth above are
incorporated herein by reference and are made a part hereof to the same extent
as if such recitals were set forth herein. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Agreement and, if
not defined in the Agreement, shall have the meanings ascribed to them in the
Subscription Agreement or the Debentures, as applicable.
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2. Definition of Registrable Securities. The definition of "Registrable
Securities" set forth in Section 1.2 of the Agreement is hereby amended and
restated in its entirety as follows:
"Registrable Securities" means (i) shares of common stock of
the Corporation acquired, directly or indirectly, pursuant to
the Subscription Agreement, or pursuant to any subdivision,
reclassification or other similar change in respect thereof,
including upon the conversion of the Series C Preferred
Shares, (ii) shares of the common stock of the Corporation
issued upon conversion of that certain Debenture, dated as of
July 31, 2000, in the original principal amount of $4,666,667
in favor of HR Investments Limited, or pursuant to any
subdivision, reclassification or other similar change in
respect thereof, in each case owned or held by a Holder, (iii)
shares of the common stock of the Corporation issued upon
conversion of that certain Debenture, dated as of July 31,
2000, in the original principal amount of $4,666,667 in favor
of RH Investments Limited, or pursuant to any subdivision,
reclassification or other similar change in respect thereof,
in each case owned or held by a Holder, and (iv) shares of the
common stock of the Corporation issued upon conversion of that
certain Debenture, dated as of July 31, 2000, in the original
principal amount of $4,666,667 in favor of VXM Investments
Limited, or pursuant to any subdivision, reclassification or
other similar change in respect thereof, in each case owned or
held by a Holder.
3. Definition of Holders. The definition of "Holders" set forth in Section 1.2
of the Agreement is hereby amended and restated in its entirety as follows:
"Holders" means the Purchaser, HR Investments Limited, RH
Investments Limited and VXM Investments Limited and such of
their
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respective successors and affiliate transferees who acquire
Registrable Securities.
4. Joinder. By executing and delivering this Amendment, each Debenture Purchaser
hereby becomes a party to the Agreement, as amended hereby, and each party
hereto hereby acknowledges and agrees that each Debenture Purchaser shall hereby
be entitled to the rights and privileges of a Holder and that each such
Debenture Purchaser is bound by all of the provisions of the Agreement
applicable to a Holder thereunder.
5. Notice. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery as
hereinafter provided. Any such notice or other communication, if mailed by
prepaid first-class mail at any time other than during a general discontinuance
of postal service due to strike, lock-out or otherwise shall be deemed to have
been received on the fourth (4th) Business Day after the post-marked date
thereof, or if sent by facsimile or other means of electronic communication,
shall be deemed to have been received on the Business Day following the sending,
or if delivery by hand shall be deemed to have been received at the time it is
delivered to the applicable address noted below either to the individual
designated below or to an individual at such address having apparent authority
to accept deliveries on behalf of the addressee. Notice of change of address
shall also be governed by this section. In the event of a general discontinuance
of postal service due to strike, lockout or otherwise, notices or other
communications shall be delivered by hand or sent by facsimile or other means of
electronic communication and shall be deemed to have been received in accordance
with this section. Notices and other communications shall be addressed as
follows:
(a) if to the Company:
Balanced Care Corporation
0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000 X.X.X.
Attention: Xxxxx X. Xxxxxx
Telecopier: (000) 000-0000
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with a copy to:
Xxxxxxxxxxx & Xxxxxxxx LLP
Xxxxx X. Xxxxxx Building
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 X.X.X.
Attention: Xxxxxxx Xxxxxx Xxxxxxx, Esq.
Telecopier: (000) 000-0000
(b) if to the Debenture Purchaser:
HR Investments Limited
RH Investments Limited
VXM Investments Limited
c/o Unsworth & Associates
Xxxxxxxxxx 000
0000 XX
Xxxxxxxxx, Xxxxxxxxxxx
Attention: Xxxx Xxxxxxxx
Telecopier: 011-31-20-623-2285
with a copy to:
Xxxxxxx X. Xxxx
x/x Xxxxxxx Xxxx Xxxxxx Ltd.
000 Xxxxx Xxxxxx Xxxx
Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx X. Xxxx
Telecopier: (000) 000-0000
with a further copy to:
Xxxxxxx Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxxx
Telecopier: (000) 000-0000
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(c) if to IPC Advisors:
IPC Advisors S.a.r.l.
c/o Unsworth & Associates
Xxxxxxxxxx 000
0000 XX
Xxxxxxxxx, Xxxxxxxxxxx
Attention: Xxxx Xxxxxxxx
Telecopier: 011-31-20-623-2285
with a copy to:
Xxxxxxx X. Xxxx
x/x Xxxxxxx Xxxx Xxxxxx Ltd.
000 Xxxxx Xxxxxx Xxxx
Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx X. Xxxx
Telecopier: (000) 000-0000
with a further copy to:
Xxxxxxx Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxxx
Telecopier: (000) 000-0000
6. Miscellaneous.
(a) Except as expressly amended or modified by this Amendment, the
terms and condition of the Agreement shall remain in full force and effect.
(b) This Amendment may be executed in one or more counterparts, each of
which shall constitute an original but all of which shall constitute one and the
same instrument.
(c) This Amendment may be amended only by a writing signed by all of
the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BALANCED CARE CORPORATION
By:/s/ Xxxxx X. Xxxxxx
Print Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and Legal Counsel &
Assistant Secretary
IPC ADVISORS S.A.R.L.
By:/s/ X. X. Xxxxxxxx
Print Name: X. X. Xxxxxxxx
Title: Manager
HR INVESTMENTS LIMITED
By:/s/ X. X. Xxxxxxxx
Print Name: X. X. Xxxxxxxx
Title: Director
RH INVESTMENTS LIMITED
By:/s/ X. X. Xxxxxxxx
Print Name: X. X. Xxxxxxxx
Title: Director
VXM INVESTMENTS LIMITED
By:/s/ X. X. Xxxxxxxx
Print Name: X. X. Xxxxxxxx
Title: Director
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