Exhibit 4.3
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is adopted, executed, and entered into on May 1, 2023 (this “Amendment”) by and among Ardent Health Partners, LLC, a Delaware limited liability company (the “Company”), EGI-AM Investments, L.L.C., a Delaware limited liability company (“EGI”), and Pure Health Capital Americas 1 SPV RSC LTD, a restricted scope company organized and existing under the laws of the Abu Dhabi Global Market (“Pure Health”).
WHEREAS, the Company, EGI, and certain other equityholders of the Company are party to that certain Registration Rights Agreement, dated as of July 3, 2015 (the “Agreement”);
WHEREAS, capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Agreement;
WHEREAS, Pure Health Medical Supplies, LLC, a limited liability company organized and existing under the laws of the United Arab Emirates (“PHMS”) assigned its rights to purchase certain membership interests in the Company to Pure Health, pursuant to that certain Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), dated as of September 1, 2022, by and among EGI, PHMS, and the Tag-Along Sellers (as defined therein);
WHEREAS, as of the date hereof, Pure Health became an equityholder of the Company;
WHEREAS, Section 13(c) of the Agreement provides that the Parties may amend, modify or waive the Agreement only pursuant to a written agreement executed by the Company and the Investors holding a majority of the Registerable Securities then-outstanding; and
WHEREAS, pursuant to Section 13(c) of the Agreement, the Company and EGI, being the holder of a majority of the Registerable Securities, desire to amend the Agreement as set forth herein to add Pure Health as a party to the Agreement.
NOW, THEREFORE:
| | 1. | Pure Health shall become a party to and be bound by the provisions of the Agreement as an Investor, subject to its execution and delivery of a counterpart signature page to the Agreement. |
| | 2. | Pure Health is hereby included in the definition of “Investors” and the definition of the “Parties” as referenced in the recitals to the Agreement. |
| | 3. | Pure Health hereby agrees to become a party to, be bound by, and comply with the provisions of the Registration Rights Agreement as an Investor in the same manner as if Pure Health were an original signatory to the Registration Rights Agreement. |
| | 4. | Other than as set forth in this Amendment, all of the terms and conditions of the Agreement shall continue in full force and effect. |
