EXECUTION COPY
Exhibit 10.47
FIRST AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "First
Amendment"), is entered into this 9th day of September, 2003, by and among Nobel
Learning Communities, 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 June 17, 2003
(collectively, 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 1. The following definition is hereby added to Section 1 of the
Original Agreement, following the definition of "Selling Expenses":
""Series F Preferred Stock" shall mean the Company's Series F Convertible
Preferred Stock, $0.001 par value per share."
2. Section 4(b). The parenthetical "(for both sections)" in Section 4(b) of
the Original Agreement is hereby deleted.
3. Section 4(c). Section 4(c) of the Original Agreement is hereby amended
and restated in its entirety as follows:
"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 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 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
Restricted Stock that, in the
EXECUTION COPY
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 on September 9, 2003 and (iii) third, any
other Common Stock requested to be included in such registration."
4. Section 5(a). The phrase "the date hereof" in the third sentence of
Section 5(a) of the Original Agreement is hereby deleted and replaced with
"September 9, 2003".
5. Section 5(a). The penultimate sentence of Section 5(a) of the Original
Agreement is hereby amended and restated in its entirety to read as follows:
"Notwithstanding the provisions of this Section 5(a), 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
be pari passu with the holders of Series F Preferred Stock, if any, who
have exercised their rights to incidental registration under Section 5 of
the Registration Rights Agreement dated as of September 9, 2003, among the
Company and the investors named therein (pro rata among the requesting
holders based upon the number of shares of Restricted Stock owned by such
holders and the shares of Common Stock issuable upon conversion of the
Series F Preferred Stock held by holders of such securities) and have
priority over any other persons holding securities requested to be included
in such registration."
6. Effect of First Amendment. In all other respects, the Original
Agreement, as amended hereby, remains in full force and effect as written.
7. Counterparts. This First 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.
8. Governing Law. This First Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have duly executed this First
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
CAMDEN PARTNERS STRATEGIC FUND
II-A, L.P.
By: Camden Partners Strategic II, LLC,
its general partner
By: /s/ David L. Warnock
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David L. Warnock
Managing Member
CAMDEN PARTNERS STRATEGIC FUND
II-B, L.P.
By: Camden Partners Strategic II, LLC,
its general partner
By: /s/ David L. Warnock
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David L. Warnock
Managing Member