EXHIBIT 10.2
AMENDMENT and JOINDER TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of the 19th day of April, 2001 by and among
Transit Group, Inc., a Florida corporation (the "Company"), the holders of
Series A Preferred Stock, no par value per share, of the Company (the "Series A
Holders") and all of the holders of Series B Preferred Stock, no par value per
share, of the Company, (the "Series B Holders" and together with the Series A
Holders, the "Stockholders").
WHEREAS, the Company sold 5,000,000 shares of its Series A Preferred Stock,
no par value per share ("Series A Preferred"), to the Series A Holders pursuant
to the terms of that certain Stock Purchase Agreement by and between the Company
and the Series A Holders dated May 13, 1999 (the "Series A Agreement"); and
WHEREAS, the Company desires to sell up to 1,870,000 shares of its Series B
Preferred Stock (the "Series B Preferred") to the Series B Holders, and the
Series B Holders desire to purchase the Series B Preferred, and the Company
desires to issue up to 1,100,000 shares of Series B Preferred as a placement or
deferral fee in connection therewith; and
WHEREAS, the Series A Holders and the Company are parties to that certain
Registration Rights Agreement by and among the Company and the Series A Holder
dated May 13, 1999, attached hereto as Exhibit A (the "Registration Rights
Agreement"); and
WHEREAS, the parties to the Registration Rights Agreement desire for
certain of the terms and conditions of the Registration Rights Agreement to
apply to the Series B Preferred, subject to the amendments set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to amend the
Registration Rights Agreement as follows:
1. Upon the issuance of the Series B Preferred to the Series B Holders,
the term "Convertible Preferred Stock" shall be amended to include the Company's
Series B Preferred Stock, no par value per share.
2. Upon issuance of the Series B Preferred to the Series B Holders, the
definition of "Registrable Securities" shall be deleted and replaced with the
following:
"Registrable Securities" shall mean the shares of Common Stock from time to time
issued or issuable to (x) the holders of Convertible Preferred Stock (i) upon
the conversion thereof or (ii) hereafter acquired by a Holder as a dividend or
other distribution with respect to, or in exchange or replacement of, the
securities referred to in subsection (i) or which it hereafter obtains the right
to acquire pursuant to the terms of the Stockholders Agreement or otherwise, and
(y) General Electric Capital Corporation upon exercise of its option to purchase
Common Stock pursuant to that certain Forebearance Restructuring Agreement dated
on or about the date hereof.
1
3. The following provision shall be added to the end of Section 2:
"The Company hereby agrees to use its best efforts to file a
Registration Statement for the Common Stock issuable upon conversion
of the Series B Preferred with the Commission within ninety (90) days
of the date hereof and to cause such Registration Statement to become
effective within ninety (90) days of such filing date, to remain
effective until April 19, 2002. The Company may include in the
registration under this Section 2: (i) any authorized but unissued
shares of Common Stock for sale by the Company; (ii) any shares of
its Common Stock held by employees, consultants, directors or other
advisers of the Company; and (iii) any shares of its Common Stock
held by shareholders having the right to require such registration,
provided that in the event that such offering is underwritten and the
underwriters advise the Company that a reduction in the number of
offered shares is necessary to successfully market such offering,
then the shares of stock offered by the Company and any other selling
shareholder shall be eliminated before reducing the number of shares
of Series B Preferred included therein."
3. The parties hereto expressly acknowledge and agree that this
Agreement shall be for the benefit of all Holders irrespective of whether they
have executed a counterpart signature page hereto.
4. Except as expressly set forth in this Amendment, the Registration
Rights Agreement is ratified and confirmed, shall remain in full force and
effect and shall not be altered, amended or modified.
5. This Agreement may be executed in counterparts, all of which taken
together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
TRANSIT GROUP, INC.
By: /s/ Philip A. Belyew
----------------------------------------------
Philip A. Belyew, CEO
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Patrick H. Dowling
----------------------------------------------
Patrick H. Dowling, Managing Director
/s/ T. Wayne Davis
----------------------------------------------------
T. Wayne Davis
2
The ECD Trust
/s/ T. Wayne Davis
------------------------------------------------
By: T. Wayne Davis, Trustee
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Dennis Bickerstaff
--------------------------------------------
Name: Dennis Bickerstaff
Title: Managing Director / Senior Risk Manager
3