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Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or
modified from time to time, the "Registration Rights Agreement") is made as of
the 20th day of December 2000, by and between HEALTHCARE.COM CORPORATION, a
Georgia corporation (the "Company"), and SILICON VALLEY BANK ("SVB").
W I T N E S S E T H:
WHEREAS, the Company and SVB have entered into that certain Loan and
Security Agreement, dated as of the 20th day of December 2000 (the "Financing
Agreement");
WHEREAS, pursuant to the Financing Agreement, the Company also has
agreed to issue and sell to SVB a warrant (the "Warrant") to purchase 25,000
shares of the Common Stock (as adjusted from time to time in accordance with the
Warrant, the "Warrant Shares"; and
WHEREAS, in order to induce SVB to enter into the Financing Agreement,
the Company has agreed to provide SVB with certain rights with respect to the
registration of the Common Stock to be issued to SVB pursuant to SVB's exercise
of the Warrant Shares.
NOW, THEREFORE, in consideration of the premises, the terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. DEFINITIONS.
"AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control
with such Person. For purposes of this definition, a Person shall be
deemed to control another Person if such first Person possesses
directly or indirectly the power to (i) vote 10% or more of the
securities having ordinary voting power for the selection of directors
of such Person or (ii) direct, or cause the direction of, the
management and policies of the second Person, whether through the
ownership of voting securities, by contract or otherwise.
"COMMISSION" shall mean the Securities and Exchange Commission and any
successor federal agency having similar powers.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
"HOLDERS" shall mean SVB, and all other Persons holding Registrable
Securities so long as SVB or such other Person holds Registrable
Securities. Unless otherwise provided in this Agreement, in each
instance that a Holder is required to request or consent to or
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otherwise approve an action, such Holder will be deemed to have
requested or consented to or otherwise approved such action if the
Holders of a majority-in-interest of the Registrable Securities so
request, consent or otherwise approve.
"PERSON" this term shall be interpreted broadly to include any
individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, company,
institution, entity, party, or government (whether national, federal,
state, county, city, municipal, or otherwise, including, without
limitation, any instrumentality, division, agency, body, or department
of any of the foregoing).
"REGISTER," "REGISTERED," AND "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance
with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" means (i) the Warrant Shares, and (ii) any
Common Stock or other securities of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Warrant Shares.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
Section 2. PIGGYBACK REGISTRATION.
(a) If the Company proposes to register any Common Stock to be
issued by it or held by any other person in a public offering under the
Securities Act, on a form and in a manner which would permit registration of
Common Stock for sale to the public under the Securities Act (specifically
excluding any registration by the Company in connection with (1) a dividend
reinvestment, stock option, stock purchase or similar plan, (2) a transaction
pursuant to Rule 145 under the Securities Act, or (3) a merger, acquisition or
exchange offer on Form S-4 or any successor form), on each such occasion, the
Company shall as promptly as practicable but in no event later than ten (10)
days prior to the proposed filing date of the registration statement give
written notice (the "Notice") to the Holders of its intention to effect such
registration, and the Holders shall be entitled, on each such occasion, to
request to have all or a portion of the Registrable Securities included in such
registration statement. Upon the written request of the Holders that the Company
include any Registrable Securities in such registration statement (which request
shall state the number of Registrable Securities for which registration is
sought), given within ten (10) days after the giving of the Company's Notice,
the Company, shall use its reasonable efforts to cause such Registrable
Securities to be so included in the offering covered by such registration
statement, subject to the limitations hereinafter set forth. Any registration
statement filed by the Company may be withdrawn at any time at the discretion of
the Company upon a determination by its Board of Directors in good faith that
such withdrawal is in the best interest of the Company.
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(b) The registration of some or all of such Registrable
Securities pursuant to this Section 2 may be conditioned or reduced if, in the
case of a registration statement which also includes shares to be sold for the
account of the Company in an underwritten offering, in the judgment of the
managing underwriter of such proposed offering, inclusion thereof in such
registration statement will have an adverse impact on the marketing of the
securities to be offered by the Company and such condition or reduction applies
pro rata to all holders of the Company's securities having contractual rights to
include such securities in such registration statement who have requested
thereof under such registration statement. The amount of Registrable Securities
to be offered for the accounts of all Holders requesting to be included may
reduced proportionately to the extent necessary to reduce the total amount of
securities to be included in the offering to the amount recommended by such
managing underwriter (which may be zero, if recommended by such managing
underwriter); provided, however, that any such reduction shall be applied first
to any shares proposed to be sold by management of the Company in such
underwritten offering.
(c) The Company shall not be obligated to honor any request by
a Holder under this Section 2 if the Holder could then sell in a single
transaction under Rule 144 promulgated under the Securities Act the number of
Registrable Securities the Holder proposes to have registered under Section 2,
provided that the Company shall take reasonable actions to assist Holder in
effecting sales pursuant to Rule 144.
Section 3. REGISTRATION PROCEDURES AND OBLIGATIONS.
(a) If and whenever the Company is obligated hereunder to
effect the registration of any Registrable Securities under the Securities Act,
the Company shall:
(i) Prepare and file with the Commission a
registration statement with respect to such securities on such
form as the Company deems appropriate and is permitted or
qualified to use and shall use all reasonable efforts to cause
such registration statement to become effective as soon a
practicable and to keep such registration effective until the
earlier of (A) the date when all Registrable Securities
covered by the registration statement have been sold or (B)
ninety (90) days from the effective date of the registration
statement plus any period during which the Holders of
Registrable Securities are obligated to refrain from selling
pursuant to Section 4(b) hereof; provided, that the
preparation and filing of the registration statement may be
delayed in the sole discretion of the Company, without
prejudice to the rights of the Holders pursuant to Section 2
upon determination by its Board of Directors in good faith
that such delay is in the best interests of the Company.
(ii) Furnish to the Holders at a reasonable time
prior to the filing thereof with the Commission a copy of the
registration statement in the form in which the Company
proposes to file the same; not later than one day prior to the
filing thereof, a copy of any amendment (including any
post-effective amendment) to such registration statement; and
promptly following the
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effectiveness thereof, a conformed copy of the registration
statement as declared effective by the Commission and of each
post-effective amendment thereto, including financial
statements and all exhibits and reports incorporated therein
by reference.
(iii) Furnish to the Holders such number of copies of
such registration statement, each amendment thereto, the
prospectus included in such registration statement (including
each preliminary prospectus), each supplement thereto and such
other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned
by them.
(iv) Use all reasonable efforts to register and
qualify the Registrable Securities covered by the registration
statement under such other securities laws of such
jurisdictions as shall be reasonably requested by the Holders
and do any and all other acts and things which may be
reasonably necessary or advisable to enable the Holders to
consummate the disposition of the Registrable Securities owned
by the Holders in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or
as a condition thereto to qualify to transact business or to
file a general consent to service of process in any such
states or jurisdictions, or to maintain the effectiveness of
any such registration or qualification for any period during
which it is not required to maintain the effectiveness of the
related registration statement under the Securities Act.
(v) Promptly notify the Holders of the happening of
any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the
statements therein not misleading and, at the request of the
Holders, and subject to the further provisions of Section
4(b), the Company will prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus
will not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements
therein not misleading.
(vi) Enter into such customary agreements in form and
substance satisfactory to the Company and take such other
customary actions as may be reasonably requested in order to
expedite or facilitate the disposition of such Registrable
Securities.
(vii) Make reasonably available for inspection by the
Holders pursuant to such registration statement and any
attorney or accountant retained by the Holders, all financial
and other records, pertinent corporate documents and
properties of the Company, and use all reasonable efforts to
cause the officers, directors, employees and independent
accountants of the Company to supply all information
reasonably requested by the Holders, its attorney or its
accountant in connection with such registration statement, in
each case as and to the extent
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necessary to permit the Holders to conduct a reasonable
investigation within the meaning of the Securities Act. To
minimize disruption and expense to the Company during the
course of the registration process, the Holders shall, to the
extent practicable, coordinate investigation and due diligence
efforts hereunder and, to the extent practicable, will act
through a single set of counsel and a single set of
accountants and will enter into confidentiality agreements
with the Company in form and substance reasonably satisfactory
to the Company and the Holders prior to receiving any
confidential or proprietary information of the Company.
(viii) Promptly notify the Holders of the following
events and (if requested by the Holders) confirm such
notification in writing: (w) the filing of the prospectus or
any prospectus supplement and the registration statement and
any amendment or post-effective amendment thereto and, with
respect to the registration statement or any post-effective
amendment thereto, the declaration of the effectiveness of
such documents, (x) any requests by the Commission for
amendments or supplements to the registration statement or the
prospectus or for additional information, (y) the issuance or
threat of issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or
the initiation of any proceedings for that purpose, and (z)
the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or
threat of initiation of any proceeding for such purpose.
(ix) Cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing
the Registrable Securities to be sold and not bearing any
restrictive legends, and enable such Registrable Securities to
be in such lots and registered in such names as the Holders
may request at least two (2) business days prior to any
delivery of the Registrable Securities to the purchaser.
(x) Prior to the effectiveness of the registration
statement and any post-effective amendment thereto, (A) make
such representations and warranties to the Holders and the
underwriters, if any, with respect to the Registrable
Securities and the registration statement as are customarily
made by issuers in similar underwritten offerings; (B) deliver
such documents and certificates as may be reasonably requested
(1) by the Holders, and (2) by the underwriters, if any, to
evidence compliance with clause (A) above and with any
customary conditions contained in the underwriting agreement
or other agreement entered into by the Company; and (C) obtain
opinions of counsel to the Company (which counsel and which
opinions shall be reasonably satisfactory to the underwriters,
if any), covering the matters customarily covered in opinions
requested in underwritten offerings.
(xi) Otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and
make generally available to its security
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holders an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act, no later than forty-five
(45) days after the end of any twelve-month period (or no
later than ninety (90) days, if such twelve-month period is a
fiscal year) beginning with the first month of the fiscal
quarter of the Company commencing after the effective date of
the registration statement, which statements shall cover such
twelve-month periods.
(xii) Use all reasonable efforts to list the
Registrable Securities on the Nasdaq Stock Market (or other
exchange on which the common stock of the Company is then
traded) and to thereafter. The Company shall pay all fees and
expenses of such listing.
(b) The Company's obligations with respect to and compliance
with the registration statement provisions set forth herein shall be expressly
conditioned upon the Holder's compliance with the following:
(i) the Holders shall cooperate with the Company in
connection with the preparation of the registration statement,
and for so long as the Company is obligated to keep the
registration statement effective, shall provide to the
Company, in writing, for use in the registration statement,
all such information regarding the Holders and the plan(s) of
distribution of the Registrable Securities as may be necessary
to enable the Company to prepare the registration statement
and prospectus covering the Registrable Securities, to
maintain the currency and effectiveness thereof and otherwise
to comply with all applicable requirements of law in
connection therewith.
(ii) During such time as the Holders may be engaged in
a distribution of the Registrable Securities, the Holders
shall comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and pursuant thereto, shall, among other things: (A)
not engage in any stabilization activity in connection with
the securities of the Company in contravention of the rules
comprising Regulation M; (B) distribute the Registrable
Securities solely in the manner described in the registration
statement; (C) cause to be furnished to each broker through
whom the Registrable Securities may be offered, or to the
offeree if an offer is not made through a broker, such copies
of the prospectus and any amendment or supplement thereto and
documents incorporated by reference therein as may be required
by law; and (D) not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any
securities of the Company other than as permitted under the
Exchange Act.
(c) The Company shall bear the expenses of registration of the
Registrable Securities pursuant to Section 2; provided, however, that each of
the Holders shall be responsible for the fees and expenses of its own counsel,
its own accountants and other experts retained by it with respect to such
registration and resales, all underwriting discounts or brokerage fees or
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commissions relating to the sale of the Registrable Securities, and all transfer
taxes and other similar expenses of the sale of the Registrable Securities.
Section 4. HOLDBACK AGREEMENTS.
(a) Notwithstanding any provision herein to the contrary, in
the event the Company notifies the Holders, in writing and no later than ten
(10) days prior to the proposed filing date that the Company intends to file a
registration statement in connection with an underwritten offering of any of its
capital stock for its own account, the Holders shall refrain from selling or
otherwise distributing any Registrable Securities (other than Registrable
Securities included in such registration statement) within the period beginning
up to seven days prior to the effective date of such registration statement (or
on such later date that the Company notifies the Holders, in writing, that such
period has begun) and ending no later than 120 days after such effective date
(or on such earlier date that the Company notifies the Holders that such period
has ended) (the "Offering Restricted Period").
(b) Notwithstanding anything set forth herein to the contrary,
if the registration statement filed by the Company pursuant to Section 2 hereof
is a shelf registration statement, each of the Holders agrees that it will give
the Company prior oral notice, directed to its Chief Executive Officer or its
Chief Financial Officer, confirmed immediately in writing by facsimile
transmission, of its intention to sell any Registrable Securities under such
shelf registration statement, which notice shall be given not less than two (2)
days in advance of any such proposed sale. In the event that the Company
thereafter informs the Holders that there exist bona fide financing, acquisition
or other plans of the Company or other matters which would require disclosure by
the Company of information, the premature disclosure of any of which would
adversely affect or otherwise be detrimental to the Company, or that the Company
desires to amend the registration statement or to supplement the prospectus in
order to disclose material information required to be disclosed in the
prospectus in order to correct an untrue statement of a material fact or to
disclose an omitted fact that is required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, the Holders shall refrain from selling Registrable Securities until
the earlier to occur of the date (x) the Company notifies the Holders that it
has filed with the Commission an amendment or supplement to the prospectus
included in the shelf registration statement, or (y) the Company notifies the
Holders that the potentially disclosable event no longer exists and that the
prospectus included in the shelf registration statement does not contain an
untrue statement of material fact or omit to state any fact necessary to make
the statements therein not misleading (each of which is a "Disclosure Restricted
Period"). The Company's obligation under Section 2 to keep a shelf registration
statement filed pursuant to Section 2 current and effective shall be extended
for a number of days equal to the Disclosure Restricted Period, or, if earlier,
until the date on which all of the Registrable Securities have been disposed of.
Section 5. INDEMNIFICATION AND CONTRIBUTION.
(a) BY THE COMPANY. In connection with the registration under
the Securities Act of the Registrable Securities, the Company shall indemnify
and hold harmless the Holder(s)
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and each other person, if any, who controls any of the Holder(s) within the
meaning of Section 15 of the Securities Act ("controlling persons"), against any
expenses, losses, claims, damages, liabilities or costs (including without
limitation court costs and attorneys' fees), joint or several (or actions in
respect thereof) ("Losses"), to which each such indemnified party may become
subject, under the Securities Act or otherwise, but only to the extent such
Losses arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
registration statement under which the Registrable Securities were registered
under the Securities Act, in any preliminary prospectus (if used prior to the
effective date of such registration statement) or in any final Prospectus or in
any post-effective amendment or supplement thereto (if used during the period
the Company is required to keep the registration statement effective) (the
"Disclosure Documents"), or (ii) any omission or alleged omission to state in
any of the Disclosure Documents a material fact required to be stated therein or
necessary to make the statements made therein not misleading, or (iii) any
violation of any federal or state securities laws or rules or regulations
thereunder committed by the Company in connection with the performance of its
obligations under this Agreement; and the Company will reimburse each such
indemnified party for all legal and other expenses reasonably incurred by such
party in investigating or defending against any such claims, whether or not
resulting in any liability, or in connection with any investigation or
proceeding by any governmental agency or instrumentality with respect to any
offering of securities pursuant to this Agreement; PROVIDED, HOWEVER, that the
Company shall not be liable to an indemnified party or any other Holder(s) or
controlling person of any other Holder(s) in any such case to the extent that
any such Losses arise out of or are based upon (i) an untrue statement or
omission or alleged omission (x) made in any such Disclosure Documents in
reliance upon and in conformity with written information furnished to the
Company by such indemnified party for use therein, or (y) made in any
preliminary prospectus if a copy of the final Prospectus was not delivered to
the person alleging any loss, claim, damage or liability for which Losses arise
at or prior to the written confirmation of the sale of the Registrable
Securities to such person and the untrue statement or omission concerned had
been corrected in such final Prospectus and copies thereof had timely been
delivered by the Company to such indemnified party; or (ii) the use of any
Prospectus after such time as the Company has advised such indemnified party in
writing that the filing of a post-effective amendment or supplement thereto is
required, except the Prospectus as so amended or supplemented, or the use of any
Prospectus after such time as the obligation of the Company to keep the same
current and effective has expired.
(b) BY THE HOLDER(S). In connection with the registration
under the Securities Act of the Registrable Securities of the Holder(s) pursuant
to this Agreement, the Holder(s) of such Registrable Securities shall,
severally, indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed such registration statement and each other
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, and each other Holder(s) and each controlling person of such
Holder(s) against any Losses to which such indemnified party may become subject
under the Securities Act or otherwise, but only to the extent such Losses arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in any of the Disclosure Documents 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, if the
statement or omission was made
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in reliance upon and in conformity with written information furnished to the
Company by such indemnifying party for use therein; (ii) the use by such
indemnifying party of any Prospectus after such time as the Company has advised
such indemnifying party in writing that the filing of a post-effective amendment
or supplement thereto is required, except the Prospectus as so amended or
supplemented, or after such time as the obligation of the Company to keep the
registration statement effective and current has expired, or (iii) any
information given or representation made by such indemnifying party in
connection with the sale of the Registrable Securities which is not contained in
and not in conformity with the Prospectus (as amended or supplemented at the
time of the giving of such information or making of such representation); and
such indemnifying party shall reimburse each such indemnified party for all
legal and other expenses reasonably incurred by such party in investigating or
defending against any such claims, whether or not resulting in any liability, or
in connection with any investigation or proceeding by any governmental agency or
instrumentality relating to any such claims with respect to any offering of
securities pursuant hereto; provided, that the total amount for which any Holder
shall be liable under this Section 5 shall not in any event exceed the aggregate
net proceeds received by such Holder from the sale of Registrable Securities
held by such Holder in such registration.
(c) ACTIONS COMMENCED. If a third party commences any action
or proceeding against an indemnified party related to any of the matters subject
to indemnification under subsections (a) or (b) hereof, such indemnified party
shall promptly give notice to the indemnifying party in writing of the
commencement thereof, but failure so to give notice shall not relieve the
indemnifying party from any liability which it may have hereunder unless the
indemnifying party is prejudiced thereby.
The indemnifying party shall be entitled to control
the defense or prosecution of such claim or demand in the name of the
indemnified party, with counsel reasonable satisfactory to the indemnified
party, if it notifies the indemnified party in writing of its intention to do so
within 20 days of its receipt of the notice from the indemnified party without
prejudice, however, to the right of the indemnified party to participate therein
through counsel of its own choosing, which participation shall be at the
indemnified party's expense unless (i) the indemnified party shall have been
advised by its counsel that use of the same counsel to represent both the
indemnifying party and the indemnified party would represent a conflict of
interest (which shall be deemed to include any case where there may be a legal
defense or claim available to the indemnified party which is different from or
additional to those available to the indemnifying party), in which case the
indemnifying party shall not have the right to direct the defense of such action
on behalf of the indemnified party, or (ii) the indemnifying party shall fail
vigorously to defend or prosecute such claim or demand within a reasonable time.
Whether or not the indemnifying party chooses to defend or prosecute such claim,
the parties hereto shall cooperate in the prosecution or defense of such claim
and shall furnish such records, information and testimony and attend such
conferences, discovery proceedings, hearings, trials and appeals as may be
requested in connection therewith. The indemnifying party shall not, in the
defense of such claim or any litigation resulting therefrom, consent to entry of
any judgment against the indemnified party (or settle any claim involving an
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admission of fault on the part of the indemnified party), except with the
consent of the indemnified party (which consent shall not be unreasonably
withheld).
(d) CONTRIBUTION. If the indemnification provided for in
subsections (a) or (b) is unavailable to or insufficient to hold the indemnified
party harmless under subsections (a) or (b) above in respect of any Losses
referred to therein for any reason other than as specified therein, then the
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and such indemnified party on the other in connection with the statements
or omissions which resulted in such Losses, 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 (or omitted to be supplied by) the Company or
the Holder(s) and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by an indemnified party as a result of the Losses referred to
above in this subsection (d) 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
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
Section 6. AVAILABLE INFORMATION. The Company shall at all times take
such reasonable action and file such information, documents and reports as shall
be required by the Commission as a condition to the availability of Rule 144 and
Rule 144A promulgated under the Securities Act, or any successor provisions.
Section 7. AMENDMENTS AND WAIVERS. Any provision of this Registration
Rights Agreement may be amended, supplemented, waived, discharged or terminated
by a written instrument signed by the Company and the Holders of not less than a
majority of the aggregate outstanding Registrable Securities, voting as a single
group.
Section 8. SPECIFIC PERFORMANCE. The parties agree that irreparable
damage will result in the event that the obligations of the Company under this
Registration Rights Agreement are not specifically enforced, and that any
damages available at law for a breach of any such obligations would be
inadequate. Therefore, the Holders of the Registrable Securities shall have the
right to specific performance by the Company of the provisions of this
Registration Rights Agreement, and appropriate injunctive relief may be applied
for and granted in connection therewith. The Company hereby irrevocably waives,
to the extent that it may do so under applicable law, any defense based on the
adequacy of a remedy at law which may be asserted as a bar to the remedy of
specific performance in any action brought against the Company for specific
performance of this Registration Rights Agreement by the Holders of Registrable
Securities. Such remedies and all other remedies provided for in this
Registration Rights Agreement shall, however, be cumulative and not exclusive
and shall be in addition to any other remedies which may be available under this
Registration Rights Agreement.
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Section 9. NOTICES.
(a) Any notice or demand to be given or made by the Holders of
Registrable Securities to or on the Company pursuant to this Registration Rights
Agreement shall be sufficiently given or made if sent by registered mail, return
receipt requested, postage prepaid, addressed to the Company at 1850 Parkway
Place, Suite 1100, Marietta, Georgia 30067-8274, Attention: President.
(b) Any notice to be given by the Company to the Holders of Registrable
Securities shall be sufficiently given or made if sent by registered mail,
return receipt requested, postage prepaid, addressed to such holder as such
Holder's name and address shall appear on the warrant register or the register
for the Common Stock, as the case may be.
Section 10. BINDING EFFECT. This Registration Rights Agreement shall be
binding upon and inure to the sole and exclusive benefit of the Company, its
successors and assigns, and the registered Holders from time to time of the
Registrable Securities.
Section 11. COUNTERPARTS. This Registration Rights Agreement may be
executed in one or more separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
Section 12. GEORGIA LAW. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.
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IN WITNESS WHEREOF the parties hereto have caused this Registration
Rights Agreement to be duly executed and delivered by their proper and duly
authorized officers, as of the date and year first above written.
HEALTHCARE.COM CORPORATION
By:
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Secretary
Joseph A. Blankenship
SILICON VALLEY BANK
By:
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Name:
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Title:
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