Exhibit 10.14
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 2 dated as of July 17, 1998 further amends the
Registration Rights Agreement dated as of August 29, 1997 (the "Agreement") by
and among Vista Hospice Care, Inc., a Delaware corporation (the "Company"), and
certain holders of capital stock of the Company (the "Purchasers"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Agreement. The undersigned Purchasers hold at least 90% of the Common Shares
held by all Holders.
Reference is hereby made to the following documents:
A. The Stock Purchase Agreement dated November 22, 1995 (the
"Bessemer Purchase Agreement") pursuant to which certain of the Purchasers (the
"Bessemer Purchasers") purchased common stock of the Company and, in connection
therewith, were granted certain registration rights;
B. Amendment No. 1 to the Bessemer Purchase Agreement dated March
20, 1997 (the "Lighthouse Agreement") pursuant to which Lighthouse Capital
Partners II, L.P. ("Lighthouse"), one of the Purchasers, purchased common stock
of the Company and, in connection therewith, was granted certain registration
rights;
C. The Stock Purchase Agreement dated as of August 29, 1997 (the
"HCCP Purchase Agreement") pursuant to which certain of the Purchasers purchased
Series B preferred stock of the Company, which shares have been redesignated as
Series B-1 preferred stock ("Series B-1 Shares"), and common stock of the
Company;
D. The Preferred Stock Purchase Agreement of even date herewith
(the "1998 Purchase Agreement") pursuant to which certain of the Purchasers are
purchasing shares of the Company's Series B-2 preferred stock, ("Series B-2
Shares" and together with the Series B-1 Shares, "Series B Shares"); and
E. Amendment No. 1 to Vista Hospice Care, Inc. Registration
Rights Agreement dated June 15, 1998 pursuant to which the Agreement was amended
in contemplation of a proposed reorganization of the Company.
WHEREAS, the parties desire that the holders of the Series B-2 Shares
issued pursuant to the 1998 Purchase Agreement have rights with respect to the
registration of the common stock of the Company issuable upon conversion thereof
comparable to and integrated with the rights of the original parties to the
Agreement.
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Agreement as follows:
1. Amendment of Bessemer Purchase Agreement and Amendment of
Lighthouse Agreement. The provisions of the Bessemer Purchase Agreement and the
Lighthouse Agreement superseded by the provisions of Sections 2-12 of the
Agreement are further amended to reflect the amendments set forth herein and any
subsequent amendments to the Agreement.
2. Definitions. The definition of "Common Shares" as set forth in
Section 2 of the Agreement is hereby deleted in its entirety and superseded by
the following:
"Common Shares" shall mean shares of common stock of the
Company (i) purchased by a Purchaser pursuant to the Bessemer Purchase
Agreement, (ii) purchased by Lighthouse pursuant to the Lighthouse
Agreement, (iii) into which the shares of Series A-1 Preferred Stock,
$.01 par value per share, of the Company purchased by the Bessemer
Purchasers pursuant to the Bessemer Purchase Agreement have been
converted or are convertible, (iv) into which the Series B Shares
purchased by a Purchaser at any time pursuant to the HCCP Purchase
Agreement or the 1998 Purchase Agreement have been converted or are
convertible, (v) purchased by a Purchaser pursuant to the HCCP Purchase
Agreement, (vi) acquired by Purchaser, or their assigns, pursuant to
preemptive, first refusal or similar rights or upon conversion or
exercise of securities acquired pursuant to said rights, and (vii)
acquired in respect of the foregoing upon stock dividends,
subdivisions, combinations or other capital changes.
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3. Notices.
(a) Section 12.2(a) is hereby amended to substitute the
following for Xxxxxx Godward LLP as the recipient of a copy of all
communications under the Agreement to any Bessemer Purchaser other than Xxxxx X.
Xxxxx:
Xxxxxx, Xxxx & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopier Number: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
(b) Section 12.2(d) of the Agreement is hereby amended to
substitute the following in lieu of Xxxxx X. Xxxxxx, Esq. as the recipient of a
copy of all communications under the Agreement to the Company or Xxxxx X. Xxxxx:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx, Hall & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
All other terms and conditions of the Agreement remain unchanged and in
full force and effect.
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IN WITNESS WHEREOF, this Amendment No. 2 has been executed as of the
date first above written.
VISTA HOSPICE CARE, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
BESSEMER VENTURE PARTNERS III L.P.
By: Deer III & Co., general
partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
general partner
BVP III SPECIAL SITUATIONS L.P.
By: Deer III & Co. LLC, general partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
Manager
*
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Xxxxxxx X. Xxxxxx
BRIMSTONE ISLAND CO. L.P.
By: *
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*
----------------------------------
Neill X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx
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*
----------------------------------
G. Xxxxx Xxxxxxxx
*
----------------------------------
Xxxxxxxxxxx F. O. Gabrieli
GABRIELI FAMILY FOUNDATION
By: *
------------------------------
*
----------------------------------
Xxxxxxx X. Xxxxxx
*
----------------------------------
Xxxxx X. Xxxxx
*
----------------------------------
Xxxxxx X. Xxxxxxx
*
----------------------------------
Xxxx X. Xxxx
*
----------------------------------
Xxxxxx X. Xxxxx
*
----------------------------------
Xxxxxxx X. Xxxxx
*
----------------------------------
Xxxx X. Xxxxxxx
BELISARIUS CORPORATION
By: *
------------------------------
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*
----------------------------------
Xxxxxx X. X. Xxxxxxxx
XXXXXXX CORPORATION
By: *
------------------------------
* By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
attorney-in-fact
/s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
HEALTH CARE CAPITAL PARTNERS, L.P.
By Xxxxxx Xxxxxxx Xxxxxxxx & Co.
LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
Manager
HEALTH CARE EXECUTIVE PARTNERS, L.P.
By Xxxxxx Xxxxxxx Xxxxxxxx & Co.
LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
Manager
LIGHTHOUSE CAPITAL PARTNERS, II, L.P.
By: Lighthouse Management
Partners, II, L.P.
its general partner
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By: Lighthouse Capital Partners,
Inc., its general partner
By: /s/ Gwill E. York
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Name: Gwill E. York
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Title: Managing Director
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