Exhibit 4.5
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made this 22nd day of November, 2000 by and
among Dynacare, Inc., an Ontario corporation (the "Company"), Golder, Thoma,
Cressey, Rauner V, L.P. and GTCR Associates V (collectively, the "Investors"),
Albert J. Latner, Melcodyn Inc., Sdlcodyn Inc., Eplcodyn Realty Inc., Eplcodyn
Holdings Inc. and Jilcodyn Holdings Inc. (collectively, the "Latner Group" and
along with the Investors, the "Stockholders') and AJLCO Realty Limited, Ditlent
Holdings SPRL, SDLCO Holdings Ltd., Arfall Holdings SPRL, EPLCO Holdings Ltd.,
Asteroid Holdings SPRL, EPLCO Realty Group Ltd., MELCO Holdings Corp., Mooster
Holdings SPRL, JILCO Holdings Ltd., Kakao Holdings SPRL, Albert J. Latner and
Joshua Latner (collectively, the "Stockholders of the Latner Group Amalgamating
Stockholders").
WHEREAS the Company and the Stockholders or their predecessors were
parties to a Registration Agreement made as of the 4th day of March, 1997 (the
"Original Agreement");
AND WHEREAS Section 1(a) of the Original Agreement provided for
demand registration rights to the Stockholders who were parties to the Original
Agreement and/or their predecessors, any time after the fifth anniversary of the
Effective Date of the Amalgamation;
AND WHEREAS the Company is planning to effect an initial public
offering the "IPO") and has filed a registration statement on Form F-1
(Registration No. 333- 12650);
AND WHEREAS prior to the IPO certain members of the Latner Group,
being Melcodyn Inc., Sdlcodyn Inc., Eplcodyn Realty Inc., Eplcodyn Holdings Inc.
and Jilcodyn Holdings Inc. (the "Latner Group Amalgamating Stockholders") and
the Company will amalgamate in accordance with the provisions of the Business
Corporations Act (Ontario) (the "Amalgamation") to continue as an amalgamated
company named Dynacare Inc. ("Amalgamated Dynacare");
AND WHEREAS pursuant to the Amalgamation, the shares of the Company
held by the Latner Group Amalgamating Stockholders will be cancelled and the
Stockholders of the Latner Group Amalgamating Stockholders will receive shares
of Amalgamated Dynacare;
AND WHEREAS it is the intention of the parties the Stockholders of
the Latner Group Amalgamating Stockholders will have the same registration
rights as the Latner Group Amalgamating Stockholders had under the Original
Agreement, as amended herein;
AND WHEREAS the parties hereto wish to amend the Original Agreement
to provide for the foregoing;
The parties hereto agree as follows:
1. The definition of Latner Group in the Original Agreement shall be deemed
to include the Stockholders of the Latner Group Amalgamating Stockholders.
The Stockholders of the Latner Group Amalgamating Stockholders shall be
entitled to all rights of the Latner Group Amalgamating Stockholders as if
the Stockholders of the Latner Group Amalgamating Stockholders had signed
the Original Agreement as members of the Latner Group.
2. The first sentence of Section 1(a) of the Original Agreement shall be
hereby amended to read in its entirety as follows:
"Requests for Registration. At any time after the earlier to occur
of (a) the fifth anniversary of March 4, 1997, and (b) the closing of
the initial public offering, the holders of a majority of either the
Investor Registrable Securities or the Latner Registrable Securities
may request registration under the Securities Act of all or any
portion of their Registrable Securities on Form F-1 or any similar
long-form registration ("Long-Form Registrations"), and the holders
of a majority of either the Investor Registrable Securities or the
Latner Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable Securities
on Form F-2 or Form F-3 or any similar short-form registration
("Short-Form Registrations") if available.
3. The Original Agreement shall remain in full force and effect in all other
respects.
4. This Agreement may be executed simultaneously in two or more counterparts,
any one of which need not contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same
Agreement.
5. All issues and questions concerning the construction, validity,
interpretation and enforcement of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with,
the laws of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of Delaware or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than Delaware.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.
DYNACARE INC.
By: /s/ Harvey Shapiro
-------------------------------
Name: Harvey Shapiro
Title: Chief Executive Officer
GOLDER, THOMA, CRESSEY, RAUNER V, L.P.
By: /s/ Donald J. Edwards
-------------------------------
Name: Donald J. Edwards
Title:
GTCR ASSOCIATES V
By: /s/ Donald J. Edwards
-------------------------------
Name: Donald J. Edwards
Title:
MELCODYN INC.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
SDLCODYN INC.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
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EPLCODYN REALTY INC.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
EPLCODYN HOLDINGS INC.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
JILCODYN HOLDINGS INC.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
AJLCO REALTY LIMITED
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
DITLENT HOLDINGS SPRL
By: /s/ Joshua Latner
-------------------------------
Name: Joshua Latner
Title:
4
SDLCO HOLDINGS LTD.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
ARFALL HOLDINGS SPRL
By: /s/ Joshua Latner
-------------------------------
Name: Joshua Latner
Title
EPLCO HOLDINGS LTD.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
ASTEROID HOLDINGS SPRL
By: /s/ Joshua Latner
-------------------------------
Name: Joshua Latner
Title:
EPLCO REALTY GROUP LTD.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
5
MELCO HOLDINGS CORP.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
MOOSTER HOLDINGS SPRL
By: /s/ Joshua Latner
-------------------------------
Name: Joshua Latner
Title:
JILCO HOLDINGS LTD.
By: /s/ Michael Latner
-------------------------------
Name: Michael Latner
Title:
KAKAO HOLDINGS SPRL
By: /s/ Joshua Latner
-------------------------------
Name: Joshua Latner
Title:
/s/ Albert J. Latner
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WITNESS: ALBERT J. LATNER
/s/ Joshua Latner
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WITNESS: JOSHUA LATNER
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