Exhibit 10.12
AMENDMENT NUMBER TWO TO REGISTRATION RIGHTS AGREEMENT
This Amendment Number Two is made to the Registration Rights Agreement
entered into on May 31, 1996 by and between Nova Holdings, Inc. ("Company"), and
those persons named at the foot thereof (and amended by Amendment Number One to
include Xxxxxx Xxxxxx and Xxxx Xxxxxxxx) ("Agreement").
WHEREAS, Section 13(d) in the Agreement provides that the Agreement may
not be modified or amended except in writing signed by the Company and the
holders of not less than 66 2/3% of the Restricted Stock then outstanding, and
that the Company will not grant any registration rights to any other person
without the written consent of the holders of 66 2/3% of the Restricted Stock
then outstanding.
WHEREAS, the parties now desire to amend the Registration Rights
Agreement to grant registration rights to Xxx Xxxxxxxxx.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. The Agreement be and hereby is amended effective as of the
date hereof to include Xxx Xxxxxxxxx as a holder of Restricted
Stock, and the shares of the Company's common capital stock
$.01 par value issued to Xxx Xxxxxxxxx shall be "Restricted
Stock" as defined in the Registration Rights Agreement.
2. This Amendment may be executed in multiple counterparts, all
of which shall be deemed to be an original and to constitute
one and the same document.
3. Xxx Xxxxxxxxx by execution of this Amendment acknowledges that
he is a party to the Agreement and agrees to abide by and be
bound by the terms thereof.
Executed this 24th day of July, 1998.
NOVA HOLDINGS, INC.
By: /s/ Nova Holdings, Inc.
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WCAS HEALTHCARE PARTNERS, L.P.
By: /s/ WCAS Healthcare Partners, L.P.
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Title:
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/s/ Welsh, Carson, Xxxxxxxx & Xxxxx, VII
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WELSH, CARSON, XXXXXXXX & XXXXX, VII,
L.P.
By:
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Title:
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/s/ Xxx Xxxxxxxxx
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XXX XXXXXXXXX
