Exhibit 10.15
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 3 dated as of December 30, 1998 further amends the
Registration Rights Agreement dated as of August 29, 1997 (as heretofore
amended, the "Agreement") by and among Vista Hospice Care, Inc., a Delaware
corporation ("Vista"), VistaCare, 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 Preferred Stock Purchase Agreement of
even date herewith (the "December 1998 Purchase Agreement") pursuant to which
certain of the Purchasers are purchasing additional Series B Shares.
WHEREAS, the parties desire that the holders of the Series B Shares
issued pursuant to the December 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. The following definitions are hereby added to Section 2 of the
Agreement, in alphabetical sequence:
"December 1998 Purchase Agreement" means the Preferred Stock
Purchase Agreement dated as of December 30, 1998 by and among the
Company and certain Purchasers.
"July 1998 Purchase Agreement" means the Preferred Stock
Purchase Agreement dated as of July 17, 1998 by and among the Company
(as successor to Vista in accordance with Section 8.16 thereof) and
certain Purchasers.
"Subsequent Purchase Agreements" means the HCCP Purchase
Agreement, the July 1998 Purchase Agreement and the December 1998
Purchase Agreement.
2. 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the Agreement is hereby deleted in its entirety and superseded by the following: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 a Subsequent 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.
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. 3 has been executed as of the
date first above written.
VISTACARE, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
VISTA HOSPICE CARE, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
BESSEMER VENTURE PARTNERS
III L.P.
By: Deer III & Co., general
partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
general partner
BVP III SPECIAL SITUATIONS L.P.
By:Deer III & Co. LLC,
general partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Manager
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BRIMSTONE ISLAND CO. L.P.
By: *
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Neill ▇. ▇▇▇▇▇▇▇▇▇▇
3
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
*
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G. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
*
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▇▇▇▇▇▇▇▇▇▇▇ F. O. Gabrieli
GABRIELI FAMILY FOUNDATION
By: *
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*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
*
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▇▇▇▇▇ ▇. ▇▇▇▇▇
*
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*
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*
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*
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*
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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BELISARIUS CORPORATION
By: *
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*
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▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ CORPORATION
By: *
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*By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
attorney-in-fact
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
HEALTH CARE CAPITAL PARTNERS, L.P.
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co.
LLC,its General Partner\
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Manager
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HEALTH CARE EXECUTIVE PARTNERS, L.P.
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co.
LLC, its General Partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Manager
LIGHTHOUSE CAPITAL PARTNERS, II, L.P.
By: Lighthouse Management
Partners, II, L.P. its
general partner
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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