Exhibit 8.4.2
Form of Registration Rights Agreement
[See Attached]
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
as of March 31, 1998 among UCI Medical Affiliates, Inc., a Delaware corporation
(the "Company"); MainStreet Healthcare Corporation, a Delaware corporation
("MainStreet"); Frank Corker, M.D. ("Corker"); Michael J. Dare ("Dare"); David
Ellis, D.O. ("Ellis"); Pamela K. Erdman, M.D. ("Erdman"); Harold Holloway, M.D.
("Holloway"); Laykoon Huang, M.D. ("Huang"); A. Wayne Johnson ("Johnson"); Izhak
Oliver, M.D. ("Oliver"); PENMAN Private Equity and Mezzanine Fund, L.P., a
Delaware limited partnership ("Penman"); Richard Petit, P.A. ("Petit"); Practice
Acquisition Consultants, Inc., a corporation ("PAC"); and Robert G. Riddett, Jr.
("Riddett"). Corker, Dare, Ellis, Erdman, Holloway, Huang, Johnson, Oliver,
Penman, Petit, PAC and Riddett are hereinafter collectively known as the
"Mainstreet Shareholders".
RECITALS
This Agreement is made pursuant to that certain Acquisition Agreement
and Plan of Reorganization dated as of February 9, 1998 among the Company; UCI
Medical Affiliates of Georgia, Inc.; Mainstreet; MainStreet Healthcare Medical
Group, P.C.; MainStreet Healthcare Medical Group, PC; Prompt Care Medical
Center, P.C.; Johnson; Penman; Riddett; and Dare (the "Acquisition Agreement").
In order to induce the Holders, respectively, to enter into the Acquisition
Agreement and to accept shares of the Company's common stock as provided in the
Acquisition Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. In order to induce the Company to provide the
registration rights set forth in this Agreement and to issue shares of its
common stock to the Holders pursuant to the Acquisition Agreement, the Holders
have agreed to provide the covenants set forth in this Agreement.
In consideration of the foregoing premises, the mutual promises of the
parties contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
TERMS OF AGREEMENT
1. Definitions. The following terms not otherwise defined shall have
the meanings ascribed to them below:
1933 Act shall mean the US Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.
Demand Right shall mean the right of a Demand Percentage of the Holders
to make one (1) demand for registration of the Registrable Shares as described
in Section 2 of this Agreement.
Demand Percentage of the Holders shall mean the Holder or Holders at
the relevant time of more than twenty percent (20%) of the number of Registrable
Shares issued to the Holders in the aggregate upon the closing of the
Acquisition Agreement.
REGISTRATION RIGHTS AGREEMENT
PAGE 1
Holder shall mean any one of Mainstreet, Corker, Dare, Ellis, Erdman,
Holloway, Huang, Johnson, Oliver, PAC, Penman, Petit, and Riddett, and Holders
shall mean collectively two or more of Mainstreet, Corker, Dare, Ellis, Erdman,
Holloway, Huang, Johnson, Oliver, PAC, Penman, Petit, and Riddett and their
respective successors and permitted assigns, if any.
Piggy-Back Registration shall mean the right of the Holders to
participate as selling shareholders for the Registrable Shares in a public
offering registered with the SEC under the 1933 Act by the Company as described
in Section 3 of this Agreement.
Registrable Shares shall mean the shares of the Company's common stock
issued to the Holders pursuant to the Acquisition Agreement.
SEC shall mean the United States Securities and Exchange Commission.
Termination Date shall mean the first to occur of: (i) the first (1st)
anniversary of the date hereof, or (ii) the expiration of the holding period
applicable to resale by the Holders of the Registrable Shares under SEC Rule
144(d), as amended, or (iii) the registration of all the Registrable Shares.
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Acquisition Agreement.
2. Demand Registration Rights. The Company shall provide to the Holders
demand registration rights for the Registrable Shares upon the following terms
and conditions:
(a) If on or before the Termination Date the Company receives
written demand from a Demand Percentage of the Holders requesting that all or a
portion of the Registrable Shares then held by them be registered pursuant to
this Section 2(a), then subject to the limitations set forth herein and provided
that the Company has not previously provided written notice to the Holders
pursuant to Section 3(a) specifying the Company's election to file a
registration statement, the Company shall within sixty (60) days following the
Company's receipt of such written demand, prepare and file with the SEC a Form
S-3 registration statement (or such other available form of registration
statement selected by the Company) as a "shelf" registration under Rule 415 (to
the extent available for use in such registration) under the 1933 Act governing
and permitting the resale to the public of the Registrable Shares then held by
such Holders and included in such written demand, and shall use its reasonable
best efforts to cause such registration statement to become effective and to
maintain the effectiveness of such registration statement for a period of nine
(9) calendar months after the initial effective date of such registration
statement. The Company shall use its best efforts to register or qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such United States jurisdictions (not exceeding ten (10) in the
aggregate) as shall be reasonably requested by the Holders; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions and further provided that (anything herein to
the contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the Registrable Shares shall be qualified shall require
that expenses incurred in connection with the qualification therein of the
Registrable Shares be borne by selling shareholders, then such expenses shall be
payable by the Holders pro rata to the extent required by such jurisdiction. In
connection with any registration effected pursuant to this Section 2(a), the
Company shall apply for listing and use its best efforts to list
REGISTRATION RIGHTS AGREEMENT
PAGE 2
the Registrable Shares being registered on any national securities exchange on
which the Company's common stock is listed, or if the Company's common stock is
not listed on a national securities exchange, apply for qualification and use
its best efforts to qualify the Registrable Shares being registered for
inclusion on the automated quotation system of the National Association of
Securities Dealers, Inc.
(b) The Holders collectively shall be entitled to exercise the
Demand Right only one (1) time in the aggregate, and the number of Registrable
Shares subject to such Demand Right must not be fewer than the lesser of (i)
50,000 shares or (ii) all the Registrable Shares then held by such Holders. In
the event that a Demand Percentage of the Holders exercise the Demand Right, all
the Holders then holding Registrable Shares shall be given a reasonable
opportunity (upon not less than ten (10) days notice) to elect to participate in
such registered offering. The exercise of a Demand Right by any one or more of
the Holders shall eliminate the availability of such Demand Right as to all
Holders. In the event the Holders enter into an underwriting or similar
agreement with an underwriter selected by the Holders of Registrable Shares in
connection with such Holders' exercise of such Demand Right, then subject to the
limitations set forth in this Section 2(b), the Company hereby agrees to
cooperate with such underwriter, including entering into an agreement with the
managing underwriter of such offering (in usual and customary form applicable to
an issuer in an underwritten secondary offering of such issuer's securities held
solely by selling shareholders) and delivering applicable opinions of counsel
and accountant's comfort letters as may be reasonably requested by such managing
underwriter; provided: (a) such cooperation does not prohibit or in any way
limit the Company's use of a Form S-3 registration statement in connection with
the Holders' exercise of such Demand Right; (b) such cooperation does not
violate any applicable state or federal law or regulation, including without
limitation the rules and regulations of the SEC, (c) such underwriting is a
"firm commitment" underwriting and not a "best efforts" underwriting, and (d)
the Holders pay all costs, expenses, and commissions of such underwriter and any
costs reasonably incurred by the Company as a consequence of the Company being a
party to any agreement with, or making any representation or warranty to, such
underwriter (including the costs of any attorney fees incurred in connection
with the negotiation with any such underwriter or in connection with any
opinion(s) of counsel reasonably requested by such underwriter or any costs and
expenses relating to accountants' comfort letters).
(c) Notwithstanding the foregoing, with respect to any demand
made pursuant to Section 2(a) that is received by the Company more than thirty
(30) days following the date of this Agreement
(i) if the Company shall furnish to the Holders requesting to exercise
the Demand Right a certificate signed by the president of the Company
stating that in the good faith judgment of the Board of Directors, it
would be seriously detrimental to the Company and its stockholders for
such registration statement to be filed at the date filing would be
required, and it is therefore essential to defer the filing of such
registration statement, the Company shall have an additional period of
not more than ninety (90) days within which to file such registration
statement; and
(ii) if the Company has begun in good faith to actively pursue the
possibility of registering certain of its securities, either for its
own account or the account of a security holder or holders, the Company
shall not be obligated to take any action to effect a registration
pursuant to Section 2(a) until one hundred twenty (120) days after the
effective date of the registration statement with respect to the
contemplated registration or the cessation by the Company of
discussions regarding a possible offering; provided, however, that
should the Company's
REGISTRATION RIGHTS AGREEMENT
PAGE 3
obligation under Section 2(a) be suspended pursuant to the terms of
this Section 2(c) by virtue of the commencement by the Company of
discussions regarding a possible offering, such suspensions shall be
effective for no more than ninety (90) days unless within such ninety
(90) days the Company has filed a registration statement with respect
to such offering.
(d) Should any registration effected hereunder be terminated
or withdrawn prior to its effectiveness as a consequence of the action or
inaction of the Holders requesting such registration or pursuant to an agreement
between the Company and the Holders requesting such registration with respect to
the Registrable Shares, the Company shall be deemed to have satisfied its
obligations hereunder and shall have no further obligation to effect any
registration hereunder; provided however, that to the extent the Holders
included in any registration statement withdrawn or terminated pursuant to this
Section 2(d) were not included in any earlier registration statement so
withdrawn or terminated, the Company shall not be deemed to have satisfied its
obligations hereunder to such Holders in the event such Holders immediately
reimburse the Company for all out-of-pocket costs and expenses incurred by the
Company in connection with such terminated or withdrawn registration.
(e) In the event MainStreet is the first Holder to exercise
the Demand Right, the Company agrees that in connection with such registration,
to the extent requested by MainStreet, the Company will prepare and file one (1)
post-effective amendment to the registration statement filed in such
registration for the sole purpose of including as a selling shareholder any
Holder of Registrable Shares whose shares were not included in such registration
statement as initially declared effective, provided that such request for such
post-effective amendment from MainStreet is made following the effective date of
such registration statement and on or before the date six (6) months following
the date of this Agreement, and provided further that any Holder included in any
such amendment pays all costs incurred by the Company in connection with the
printing and distribution of any offering documentation made necessary in
connection with such amendment.
3. Piggy-Back Registration Rights. The Company shall provide to the
Holders piggy-back registration rights for the Registrable Shares upon the
following terms and conditions:
(a) If on or before the Termination Date the Company elects to
file a registration statement to register for public offering any shares of its
common stock of the same class as the Registrable Shares in an underwritten
public offering, the Company shall provide the Holders who then hold Registrable
Shares with not less than twenty (20) days prior written notice of the proposed
date of filing of such registration statement. Within ten (10) days after
receiving notice of the proposed registration, the Holders who then hold
Registrable Shares can elect to be selling shareholders and include their
Registrable Shares, or any portion thereof, in such offering (a "Piggy-Back
Registration"), subject to the restrictions set forth herein, in the 1933 Act,
and in the rules and regulations promulgated by the SEC. The Company will not be
obligated or required to give such notice or to include any Registrable Shares
in any registration effected solely to implement an employee benefit or similar
qualified or non-qualified stock option plan (e.g., a Form S-8 registration
statement) or a merger or other transaction to which SEC Rule 145 or the
equivalent is applicable (e.g., a Form S-4 registration statement). In any
underwritten Piggy-Back Registration, the Company shall have the exclusive right
to select the investment bankers and managing underwriters for such registered
offering and to negotiate the underwriting or similar agreement. The Company may
at any time and from time to time, without the consent of any Holder, delay,
suspend, abandon or withdraw any Registration Statement described in this
Section 3(a) and any related, proposed or actual offering or other distribution
in which any Holder has requested inclusion of such Holder's Registrable Shares
pursuant to this Section 3(a).
REGISTRATION RIGHTS AGREEMENT
PAGE 4
(b) In connection with any offering involving an underwriting
of shares being issued by the Company, the Company shall not be required under
this Section 3 to include any of the Registrable Shares in such underwriting
unless the Holders accept the terms of the underwriting as agreed upon between
the Company and the underwriter selected by the Company and all other
shareholders participating in such offering, and then only in such quantity as
will not, in the written opinion of the underwriter, jeopardize the success of
the offering by the Company; provided, however, that the underwriter may not
limit the amount of the Registrable Shares included in such registration and
underwriting to less than an amount equal to twenty percent (20%) of the amount
of all the Company's securities included within such registration and
underwriting.
4. Other Obligations Regarding Registration.
(a) Subject to Section 2(b), Section 2(e) and Section 7, all
expenses (excluding any underwriter or selling agent's discounts and commissions
applicable to Registrable Shares sold by the Holders) incurred in connection
with any registration pursuant to this Agreement shall be borne by the Company;
provided, however, that the Company shall not be required to pay fees and costs
of legal counsel or other advisors for the Holders.
(b) The Company agrees that, in connection with any
registration statement required by this Agreement, it shall prepare and file
whatever pre-effective and post-effective amendments and whatever supplements or
revised prospectuses that the 1933 Act or SEC may require and that it shall
furnish to the Holders and their advisors a reasonable number of preliminary,
final, supplemental, and revised prospectuses required under the 1933 Act. The
Company hereby agrees to cooperate with the counsel for the Holders in
connection with the preparation and filing of any registration statement
required by this Agreement, including any amendments and supplements thereto.
5. Obligations of Holders.
(a) Each Holder of Registrable Shares proposed to be included
in any registration statement contemplated by this Agreement shall furnish to
the Company in writing such information as the Company may reasonably require
from such Holder, and otherwise reasonably cooperate with the Company in
connection with any registration statement with respect to such Registrable
Shares.
(b) The failure of any Holder of Registrable Shares proposed
to be included in any registration statement contemplated by this Agreement to
furnish any information or documents in accordance with any provision contained
in this Agreement shall not affect the obligations of the Company under this
Agreement to any remaining Holders who furnish such information and documents
unless in the reasonable opinion of counsel to the Company or the managing
underwriter, such failure impairs or may impair they viability of the offering
or the legality of the registration statement or the underlying offering.
(c) The Holders of Registrable Shares included in any
registration statement contemplated by this Agreement shall not (until further
notice) effect sales thereof after receipt of telegraphic or written notice from
the Company to suspend sales to permit the Company to correct or update such
registration statement or prospectus; but the obligations of the Company with
respect to maintaining any registration statement current and effective shall be
extended by a period of days equal
REGISTRATION RIGHTS AGREEMENT
PAGE 5
to the period such suspension is in effect, and the Company shall use its best
efforts to lift such suspension.
(d) At the end of any period during which the Company is
obligated to keep any registration statement current and effective as provided
by Section 2 hereof (and any extensions thereof required by Section 5(c)), the
Holders of Registrable Shares included in such registration statement shall
discontinue sales of shares pursuant to such registration statement upon receipt
of notice from the Company of its intention to remove from registration the
shares covered by such registration statement which remain unsold, and such
Holders shall notify the Company of the number of shares registered which remain
unsold promptly after receipt of such notice from the Company.
(e) Each of the Holders, if the managing underwriters so
request in connection with any underwritten registration of the Company's
securities, shall not, without prior written consent of such underwriters,
effect any public sale or other distribution of any equity securities of the
Company, including any sale pursuant to SEC Rule 144, during the seven (7) days
prior to, and during the ninety (90) day period commencing on the effective date
of such underwritten registration, except in connection with such underwritten
registration. The Holders agree to execute and deliver such customary and
standard lock-up agreement as requested by the managing underwriters to
effectuate the foregoing restrictions, so long as the Company is not in default
under its obligations under this Agreement.
(f) No Holder may participate in any underwritten registration
pursuant to this Agreement unless such Holder (i) agrees to sell such Holder's
Registrable Shares on the basis provided in any underwriting arrangements
approved by the persons entitled under the provisions of this Agreement to
approve such arrangements, and (ii) completes, executes, and delivers all
questionnaires, powers of attorney, indemnities, custody agreements,
certificates, underwriting agreements, and other documents reasonably required
by the terms of such underwriting arrangements. Any Holder to be included in any
underwritten registration shall be entitled at any time to withdraw such
Registrable Shares from such registration prior to its effective date in the
event that such Holder shall disapprove of any of the terms of the related
underwriting agreement, but only if such Holder is permitted to do so by the
managing underwriters or pursuant to any agreement therewith.
(g) Each Holder acknowledges and agrees that to the extent
such Holder is the beneficial owner of five percent (5%) or more of the Common
Stock of the Company, or is a member of a "group" (as that term is defined in
the Securities Exchange Act of 1934) that beneficially owns five percent (5%) or
more of the Common Stock of the Company, the underwriter or underwriters
selected by the Company to facilitate the public distribution of the Company's
securities in a registered public offering may require as a condition to such
underwriter's obligation to the Company that such Holder or group deliver to
such underwriter an executed agreement or other undertaking pursuant to which
such Holder or group agrees, without the prior written consent of such
underwriter, not to offer, sell, transfer or otherwise dispose of any shares of
the Company's Common Stock in the public market for a designated period
following the closing of such registered offering, and that in such event, each
Holder hereby agrees to execute such agreement or undertaking as may be
reasonably requested by the underwriter(s), but only to the extent all other
beneficial owners of five percent (5%) or more of the then outstanding Common
Stock also execute such agreement.
REGISTRATION RIGHTS AGREEMENT
PAGE 6
6. Indemnification.
(a) The Company shall indemnify the Holders, each of the
Holders' officers and directors, and each person controlling the Holders, and
each underwriter, if any, with respect to such registration effected pursuant to
Section 2 or 3 hereof, against all claims, losses, damages and liabilities (or
action in respect thereto) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of any rule or regulation promulgated under the
1933 Act applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, and will reimburse the
Holders, each of the Holders' officers and directors, and each person
controlling the Holders, for any legal and any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage or liability arises
out of or is based on any untrue statement or omission based upon information
furnished to the Company by the Holders or their respective agents in writing
for inclusion in the applicable registration statement.
(b) The Holders of Registrable Shares included in any
registration statement contemplated by this Agreement shall jointly and
severally indemnify the Company, each of its directors and officers, and each
underwriter, if any, of the Company's securities covered by such registration
statement, and each person who controls the Company within the meaning of the
1933 Act, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, to the extent that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reasonable reliance upon information furnished to the
Company by the Holders in writing for inclusion in the registration statement
(provided that the Holders have been provided with the opportunity to review any
such registration statement prior to its effectiveness, and the Company has
responded to any comments of the Holders with respect to matters pertaining to
such Holders in the registration statement and such Holders have expressed their
satisfaction with such response(s)), or any violation by the Holders of any rule
or regulation promulgated under the 1933 Act applicable to the Holders and
relating to any action or inaction required of the Holders in connection with
any such registration, and will reimburse the Company, such directors, officers,
persons or underwriters for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim loss damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld,
nor, in the case of a sale directly by the Company of its securities (including
a sale of such securities through any underwriter retained by the Company to
engage in a distribution solely on behalf of the Company), shall the Holder be
liable to the Company in any case in which such untrue statement or alleged
untrue statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and the Company
failed to deliver a copy of the final or amended prospectus at or prior to the
confirmation of the of the securities to the person asserting any such loss,
claim, damage or liability in any case where such delivery is
REGISTRATION RIGHTS AGREEMENT
PAGE 7
required to be made by the Company by the 1933 Act. Notwithstanding any other
terms of this Section 6(b) to the contrary, to the extent any other stockholder
to whom the Company has previously granted registration rights is a participant
(the "Participant") in a registration in which any Holder hereunder is a
participant, the indemnification obligation of such Holder to the Company
hereunder shall be construed so that it is no more or less favorable to such
Holder than if such Holder had been obligated under the indemnification
obligation applicable to the Participant under the Participant's registration
rights agreement with the Company.
(c) If the indemnification provided for in Section 6(a) or
6(b) is unavailable to or insufficient to hold harmless an indemnified party
under such Sections in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportions as is appropriate to reflect the relative fault of
the Company and each Holder in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Holder and the parties' relative intent, knowledge, access to
information and the opportunity to correct or prevent such statement or
omission. The Company and the Holders agree that it would not be just and
equitable if contributions pursuant to this Section 6(c) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 6(c). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this Section 6(c) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(d) The obligations of the Company and the Holders under this
Section 6 shall survive the completion of any offering of Registrable Shares in
a registration statement under this Agreement.
7. Tax Consequences. The Company does not warrant or represent, and
shall not be liable for, the tax consequences to the Holders for the exercise of
the Holders' rights under this Agreement (including, without limitation, the
potential tax consequences of the exercise of any of the Holders' rights
hereunder or the treatment of the transactions under the Acquisition Agreement
as a tax-free reorganization under Section 368 of the U.S. Internal Revenue
Code).
8. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified, or supplemented and any waiver or consent to or
any departure from any of the provisions of this Agreement may not be given and
shall not become effective, unless and until (in each case) the Company shall
have agreed in writing thereto and shall have received the prior written consent
of (i) a Demand Percentage of the Holders to any such amendment, modification,
supplement,
REGISTRATION RIGHTS AGREEMENT
PAGE 8
wavier, or consent and (ii) with respect to any such amendment, modification,
supplement, waiver, or consent which would be detrimental to a Holder, such
Holder.
(b) Notices. All notices, requests, approvals, consents,
demands and other communication provided for or permitted hereunder shall be in
writing, signed by an authorized representative of the sender and addressed to
the respective party at the address set forth below:
UCI: UCI Medical Affiliates, Inc.
1901 Main Street, Suite 1200
Columbia, SC 29201
Attn.: Jerry F. Wells
with copy to: Julian Hennig III, Esquire
Nexsen Pruet Jacobs & Pollard, LLP
P.O. Drawer 2426
Columbia, SC 29202
MainStreet: MainStreet Healthcare Corporation
2370 Main Street
Tucker, Georgia 30084
Attn: A. Wayne Johnson
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Corker: Frank Corker, M.D.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Dare: Michael J. Dare
2370 Main Street
Tucker, Georgia 30084
REGISTRATION RIGHTS AGREEMENT
PAGE 9
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Ellis: David Ellis, D.O.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Erdman: Pamela K. Erdman, M.D.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Holloway: Harold Holloway, M.D.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Huang: Laykoon Huang, M.D.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
REGISTRATION RIGHTS AGREEMENT
PAGE 10
Johnson: A. Wayne Johnson
2370 Main Street
Tucker, Georgia 30084
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
Oliver: Izhak Oliver, M.D.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
PENMAN: PENMAN Private Equity and Mezzanine
Fund, L.P.
333 West Wacker Drive
Suite 510
Chicago, IL 60606
Attn: Kelvin J. Pennington
with copy to: Mark D. Schindel
333 West Wacker Drive
Suite 510
Chicago, IL 60606
with additional
copy to: Mark Kindelin, Esquire
Petit: Richard Petit, P.A.
__________________
__________________
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
REGISTRATION RIGHTS AGREEMENT
PAGE 11
Riddett: Robert G. Riddett, Jr.
2370 Main Street
Tucker, Georgia 30084
with copy to: Sheldon E. Friedman, Esquire
S. Friedman & Associates, P.C.
1050 Crown Pointe Parkway
Suite 1550
Atlanta, GA 30338
A party hereto may change its respective address by notice in writing
given to the other parties to this Agreement. Any notice, request, approval,
consent, demand or other communication shall be effective upon the first to
occur of the following; (i) when delivered to the party to whom such notice,
request, approval, consent, demand or the communication is being given, or (ii)
three (3) business days after being duly deposited in the United States mail,
certified, return receipt requested.
(c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding of the successors and assigns of each of the parties,
including without limitation, subsequent Holders of the Registrable Shares, who
must agree to be bound by all the terms and conditions of this Agreement by
executing a joinder hereto.
(d) Counterparts. This Agreement may be executed in two or
more counterparts, and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
(e) Headings. The headings in this Agreement are for
convenience of reference only and shall not constitute a part of this Agreement,
nor shall they affect their meaning, construction, or effect.
(f) Governing Law. The validity, performance, construction,
and effect of this Agreement shall be governed by and construed in accordance
with the internal laws of the State of South Carolina, without giving effect to
principles of conflicts of law. Jurisdiction and venue (subject to proper
service of process) shall be exclusively in the state and federal courts for the
County of Richland in the State of South Carolina.
(g) Severability. In the event that any one or more of the
provisions contained herein, or the applicable thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(h) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company affecting the
Registrable Shares. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
REGISTRATION RIGHTS AGREEMENT
PAGE 12
matter, and supplements, but does not limit or abrogate, any similar provisions
of the Acquisition Agreement.
(i) Majority of Holders. After the exercise by the Holders of
a Demand Right hereunder, all decisions and actions of the Holders shall require
the approval of Holders owning greater than fifty (50) percent of the number of
Registrable Shares.
IN WITNESS WHEREOF, the parties have executed and delivered this
Registration Rights Agreement to be legally binding and effective as of the date
first above written.
COMPANY:
UCI MEDICAL AFFILIATES, INC. __________________________________
David Ellis, D.O.
By:___________________________________
Name:_________________________________
Title:________________________________ __________________________________
Pamela K. Erdman, M.D.
HOLDERS:
MAINSTREET HEALTHCARE __________________________________
CORPORATION Harold Holloway, M.D.
By:___________________________________
Name:_________________________________ __________________________________
Title:________________________________ Laykoon Huang, M.D.
PENMAN PRIVATE EQUITY AND
MEZZANINE FUND, L.P. __________________________________
By: Penman Asset Management, L.P. A. Wayne Johnson
Its: General Partner
By:_____________________________ __________________________________
Kelvin Pennington Izhak Oliver, M.D.
Its: General Partner
__________________________________
_________________________________ Robert G. Riddett, Jr.
Richard Petit, P.A.
PRACTICE ACQUISITION CONSULTANTS,
_________________________________ INC.
Frank Corker, M.D.
By: ______________________________
_________________________________ Its:____________________________
Michael J. Dare
REGISTRATION RIGHTS AGREEMENT
PAGE 13