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Exhibit 10.20
THIRD AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
This THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Third
Amendment"), is entered into this 9th day of September, 2003, by and among Nobel
Learning Communities, Inc., formerly Nobel Education Dynamics, Inc., a Delaware
corporation (the "Company") and the individuals and/or entities that are parties
to the Original Agreement (as defined below).
B A C K G R O U N D
WHEREAS, the Company and certain other individuals and/or entities are
parties to a Registration Rights Agreement, dated as of August 19, 1994, as
amended on February 23, 1996, and as further amended on June 17, 2003 (the
"Original Agreement");
WHEREAS, on the date hereof, the Company and certain investors entered into
a Series F Convertible Preferred Stock Purchase Agreement (the "Series F
Purchase Agreement"); and
WHEREAS, in connection with the execution of the Series F Purchase
Agreement, the Company and the parties to the Original Agreement desire to amend
the Original Agreement as set forth herein.
NOW, THEREFORE, in order to implement the foregoing and in consideration of
the mutual agreements contained herein and the Original Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the other parties hereto, intending to be legally
bound hereby, agree as follows:
1. Section 4(c). Section 4(c) of the Original Agreement is hereby amended
and restated in its entirety to read as follows:
"(c) The Company may not include in any registration statement referred to
in this Section 4 any shares of Common Stock to be sold for the account of
any person not entitled as of September 9, 2003 to registration rights with
respect to such shares. The Company may include in any registration
requested pursuant to this Section 4 hereof any shares of Common Stock for
sale for its own account or for the account of any other person entitled to
"piggy-back" or "incidental rights" as of September 9, 2003, provided that
such inclusion shall not affect the number of shares of Restricted Stock
that can be sold in the related offering. In connection with an
underwritten offering, if the managing underwriter advises the Company in
writing that in its opinion the number of shares of Restricted Stock
requested by the holders of Restricted Stock to be registered exceeds the
number which can be sold in such offering, the Company shall include in
such registration statement the number of shares of Restricted Stock that,
in the opinion of the managing underwriter, can be sold as follows: (i)
first, the Restricted Stock requested to be registered, pro rata among the
holders of Restricted Stock that have requested their Restricted Stock to
be registered, (ii) second, Common Stock requested to be registered by
holders of existing registration rights as of September 9, 2003 and (iii)
third, any other
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Common Stock requested to be included in such registration. Except for
registration statements on Form S-4, S-8 or any successor thereto,
registration statements registering securities to be issued by the
Company to the seller or sellers in connection with an acquisition by
the Company and registration statements required to be filed for
holders of Common Stock who, as of September 9, 2003, are entitled to
"demand" registration rights, the Company will not file with the
Commission any other registration statement with respect to its Common
Stock, whether for its own account or that of other stockholders, from
the date of receipt of a notice from requesting holders pursuant to
this Section 4 until the completion of the period of distribution of
the registration contemplated thereby."
2. Section 5. The last sentence of Section 5 of the Original Agreement
is hereby amended and restated in its entirety to read as follows:
"Notwithstanding the provisions of this Section 5, if the registration
was initiated by the Company at the request of a person or persons
entitled to demand rights as of September 9, 2003, exercising such
demand rights, priority in underwriter cutbacks with respect to such
registration shall be governed by the provisions of their particular
agreement providing for such demand rights, provided that the holders
of Restricted Stock that have requested inclusion of their Restricted
Stock to be included therein shall have priority over any other persons
holding securities requested to be included in such registration."
3. Sections 5 and 6. In Sections 5 and 6, all references to "June 17,
2003" are deleted and replaced with "September 9, 2003."
4. Effect of Third Amendment. In all other respects, the Original
Agreement, as amended hereby, remains in full force and effect as written.
5. Counterparts. This Third Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This document may also be
delivered by facsimile transmission with the same force and effect as if
originally executed copies of this document were delivered to all parties.
6. Governing Law. This Third Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment to Registration Rights Agreement as of the date first written above.
NOBEL LEARNING COMMUNITIES, INC.
By: /s/ George H. Bernstein
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Name: George H. Bernstein
Title: Chief Executive Officer
By: /s/ D. Scott Clegg
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Name: D. Scott Clegg
Title: Vice Chairman, President and
Chief Operating Officer
EDISON VENTURE FUND II, L.P.
By: Edison Partners II, its general
partner
By: /s/ John H. Martinson
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Name: John Martinson
Title: General Partner