Exhibit 10.19
EXECUTION COPY
SECOND AMENDMENT
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TO REGISTRATION RIGHTS AGREEMENT
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This SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "First
Amendment"), is entered into this 17th day of June, 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 (the "Original Agreement");
WHEREAS, on the date hereof, the Company and certain investors entered into
a Series E Convertible Preferred Stock Purchase Agreement (the "Series E
Purchase Agreement"); and
WHEREAS, in connection with the execution of the Series E 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 June 17, 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 June 17, 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 June 17, 2003 and (iv) third, any other Common
Stock requested to be included in such registration. Except for
registration statements on Form S-4, S-8 or any
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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 June 17, 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. Section 5 of the Original Agreement is hereby amended by
inserting the following after the last sentence:
"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 June 17, 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 "August 19,
1994" are deleted and replaced with "June 17, 2003."
4. Effect of First Amendment. In all other respects, the Original
Agreement, as amended hereby, remains in full force and effect as written.
5. 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.
6. 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]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment to Registration Rights Agreement as of the date first written above.
NOBEL LEARNING COMMUNITIES, INC.
By: /s/ John R. Frock
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Name: John R. Frock
Title: Vice Chairman
EDISON VENTURE FUND II, L.P.
By: Edison Partners II,
its general partner
By: /s/ John H. Martinson
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Name: John H. Martinson
Title: General Partner
/s/ A. J. Clegg
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A.J. Clegg