EXHIBIT 10.22
AMENDMENT
THIS AMENDMENT (this "Amendment") TO REGISTRATION AND SALE RIGHTS AGREEMENT (the
"Agreement") is made as of December 24, 1996 by and among U.S. Diagnostic, Inc.,
a Delaware corporation ("USDL" or the "Company") and HEICO Corporation, a
Florida corporation (the "Holder").
RECITALS
WHEREAS, the Company and the Holder entered into the Agreement as of
July 1, 1996 in relation to the sale of MediTek Health Corporation by the Holder
to the Company. The Agreement sets forth, among other things, the Company's
obligations with respect to registration of U.S.D.L. Common Stock which Holder
is entitled to receive upon conversion of a Note received in relation to such
acquisition of MediTek Health Corporation; and
WHEREAS, the Agreement requires the Company to file and use its best
efforts to cause to be declared effective by January 1, 1997 a registration
statement on Form S-3 with the Securities and Exchange Commission; and
WHEREAS, the Company and the Holder desire to extend the date by which
the Company shall be required to file and use its best efforts to have declared
effective such registration statement by six months and the Holder desires to
permit such extension.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Holder hereby agree to the following:
1. AMENDMENT OF SECTION 1.2(a). Section 1.2(a) of the Agreement is
hereby amended so that the Company shall file with and use its best efforts to
cause to be declared effective by, the SEC on or before July 1, 1997 a
registration statement on Form S-3 under the Act or such other form that is
available to the Company covering the registration of the Registrable
Securities.
2. AMENDMENT OF SECTION 1.2(b). Section 1.2(b) of the Agreement shall be
amended so that the Company shall be permitted to postpone the filing of any
registration pursuant to such Section 1.2 if during the period from May 1, 1997
to July 31, 1997, the Company is engaged or has fixed plans to engage prior to
August 31, 1997, in a registered public offering in which Registrable Securities
will not be included, or is engaged or has fixed plans to engage within sixty
(60) days of July 1, 1997 in a material acquisition or any other activity that
in the good faith determination of the Board of Directors of the Company would
require premature disclosure of such activity to the material determent of the
Company, then the Company may at its option direct that such filing be delayed
for a period not in excess of sixty (60) days from the effective date of such
offering, or the date of commencement of such other material activity, as the
case may be,
provided in any case that the effective date of such registration statement
shall not be later than September 1, 1997.
3. NO OTHER CHANGES. With the exception of the foregoing, all of the
other terms and provisions of the Agreement shall remain unchanged. Any defined
terms set forth in this Amendment which are not defined in this Amendment, but
are defined in the Agreement, shall have the definitions ascribed to such
defined terms in the Agreement.
4. MISCELLANEOUS. All of the miscellaneous provisions contained in
Section 3 of the Agreement shall apply to this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed and delivered on
the date first specified above by the duly authorized representatives of the
Company and the Holder.
U.S. Diagnostic, Inc.
BY: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
HEICO Corporation
BY: /s/ Laurans X. Xxxxxxxxx
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Laurans X. Xxxxxxxxx
Chairman, President and
Chief Executive Officer
