Exhibit 8
AGREEMENT WITH RESPECT TO
TERMINATION OF REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of ___________________, 1999 by and among
OptiCare Eye Health Centers, Inc., a Connecticut corporation (the "Company"),
and the parties listed on EXHIBIT A hereto (the "Investors").
WITNESSETH
WHEREAS, the Company and the Investors are parties to a Registration
Rights Agreement dated as of October 15, 1997 (the "Registration Rights
Agreement"); and
WHEREAS, the Company has entered into a certain Agreement and Plan of
Merger dated as of April 12, 1999 among the Company, PrimeVision Health, Inc.,
Saratoga Resources, Inc., OptiCare ShellCo Merger Corporation and PrimeVision
ShellCo Merger Corporation (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to terminate the Registration Rights
Agreement effective immediately prior to the consummation of the mergers (the
"Mergers") contemplated by the Merger Agreement; and
WHEREAS, pursuant to Section 2.3 of the Registration Rights Agreement,
such agreement may be terminated upon the execution of a written instrument by
the Company and the holders of at least fifty-one percent (51%) of the
outstanding Registrable Securities (as defined in the Agreement); and
WHEREAS, the Investors hold such requisite number of Registrable
Securities;
NOW THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. TERMINATION OF REGISTRATION RIGHTS AGREEMENT. (a) Effective
immediately prior to the consummation of the Mergers contemplated by the Merger
Agreement, the parties hereto agree that the Registration Rights Agreement shall
terminate and be of no further force or effect whatsoever.
(b) The parties further agree that if the Merger Agreement is
terminated and the Mergers are abandoned prior to their consummation, then this
Agreement shall terminate contemporaneously upon the termination of the Merger
Agreement, and in such event the Registration Rights Agreement shall continue in
full force and effect in accordance with its terms.
2. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect
as an original instrument and as if all the parties to all of the counterparts
had signed the same instrument. Any signature page of this Agreement may be
detached from any counterpart of this Agreement without impairing the legal
effect of any signatures thereon, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it one or more
signature pages.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as of the day and year first above written.
OPTICARE EYE HEALTH CENTERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
Its: Treasurer
INVESTORS:
OXFORD HEALTH PLANS, INC.
By: /s/ Xxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Ass't Secretary
ANTHEM HEALTH PLANS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
NAZEM OPTICARE PARTNERS, LP
By XXXX XXXXX LLC, General Partner
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: General Partner
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Xxxxxxxxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
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EXHIBIT A
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INVESTORS
Name and Address of Investors
-----------------------------
Anthem Health Plans, Inc.
d/b/a Anthem Blue Cross and Blue Shield of Connecticut
000 Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Oxford Health Plans, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Nazem OptiCare Partners, LP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxx
0 Xxxx Xxxx Xx.
Xxxxxx, Xxxxxxxxxxx 00000
Xxxxxxxxxxx Xxxxxxx, Esq.
00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
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