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EXHIBIT 10.15
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of _________ ____, 2001, by and between PRACTICEWORKS, INC., a Delaware
corporation (the "COMPANY"), and CERAMCO INC., a Delaware corporation (the
"SHAREHOLDER").
RECITALS:
A. Pursuant to that certain Contribution Agreement dated of
December 27, 2000 (the "CONTRIBUTION AGREEMENT"), by and among the Company,
InfoCure Corporation, the Shareholder, Dentsply International Inc. and SoftDent
LLC, as of the date hereof, the Shareholder is contributing to the Company all
of the Shareholder's ownership interest in SoftDent LLC as a capital
contribution to the Company, and in consideration therefor, the Shareholder is
receiving a number of shares of the Company's Series A Convertible Preferred
Stock, $.01 par value per share (the "SHARES").
B. The Company has not filed a registration statement to register
any of the underlying shares of common stock for which the Shares are
convertible into and therefore the Company has no registered shares of common
stock available for issuance to the Shareholder upon conversion of the Shares.
C. The Company desires to provide certain registration rights
with respect to the Shares for the benefit of the Shareholder and its respective
successors and assigns (collectively, the "HOLDERS").
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
SECTION 1
CERTAIN DEFINITIONS
Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
1.1 "BUSINESS DAY" shall mean any day that is not a Saturday, a
Sunday or a day on which banks are required or permitted to be closed in the
State of New York.
1.2 "COMMON STOCK" shall mean shares of the Company's common
stock, par value $.01 per share.
1.3 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder, all
as the same shall be in effect at that time.
1.4 "FORM S-3" means such form under the Securities Act as in
effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
1.5 "OTHER STOCKHOLDERS" means persons other than Holders who, by
virtue of agreements with the Company, are entitled to include their securities
in certain registrations hereunder.
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1.6 "PERSON" shall mean any individual, partnership, corporation,
trust or other entity.
1.7 The terms "REGISTER", "REGISTERED" and "REGISTRATION" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act (as defined below), and the declaration or
ordering of the effectiveness of such registration statement.
1.8 "REGISTRABLE SECURITIES" means any shares of Common Stock
issued by way of (or issuable upon conversion or exercise of any warrant, right
or other security which is issued as) a dividend, stock split, combination of
shares, recapitalization, restructuring, merger, consolidation or other
distribution with respect to or exchange for or replacement of the Shares,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which a Holder's rights under this Agreement are not assigned;
provided, however, that Registrable Securities shall only be treated as
Registrable Securities if and so long as, they have not been (i) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction or (ii) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof, so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale.
1.9 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder, all as
the same shall be in effect at the time.
1.10 "SEC" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
SECTION 2
REGISTRATION RIGHTS
2.1 Notice of Registration. Subject to Section 2.4, if the Company
at any time proposes to register (including for this purpose a registration
effected by the Company for Other Stockholders) any of its stock or other
securities under the Securities Act in connection with the public offering of
such securities solely for cash (other than a registration relating solely to
the sale of securities to participants in a Company stock plan), the Company
shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within thirty (30)
days after mailing of such notice by the Company in accordance with Section
12.5, the Company shall cause to be registered under the Securities Act all of
the Registrable Securities that each such Holder has requested to be registered.
The number of Registrable Securities and other securities proposed to be
included in such offering shall be included in the following order:
(a) First, the securities proposed to be included by the
Company;
(b) Second, the Registrable Securities held by the
Holders of Registrable Securities, pro rata based upon the number of Registrable
Securities owned by each Holder at the time of such registration; and
(c) Third, other securities not referred to in (a) or (b)
above.
2.2 Priority in Piggyback Registrations. Subject to Section 2.1,
if in connection with a registration pursuant to Section 2.1, the managing
underwriter of such offering shall inform the Company by letter of its belief
that the distribution of all or a specified number of such Registrable
Securities concurrently with the securities being distributed by such
underwriters may adversely affect the offering
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and sale (including price) of all securities to be included in such registration
(such writing to state the basis of such belief and the approximate number of
such Registrable Securities which may be distributed without such effect), then
the Company may, upon written notice to the Holders, reduce (the "UNDERWRITER'S
CUT-BACK") pro rata among the Holders and the Other Stockholders whose shares
are to be included in such registration statement so that the resultant
aggregate number of such securities so included in such registration by the
Holders and the Other Stockholders shall be equal to the number of shares stated
in such managing underwriter's letter.
2.3 Underwriting. The right of any Holder to registration pursuant
to this Section 2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Shares in the underwriting to
the extent provided herein. If any Holder proposes to distribute its Shares
through such underwriting, such Holder shall (together with the Company and any
other holders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company.
2.4 Right to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 2 prior to the effectiveness of such registration, whether or not any
Holder has elected to include securities in such registration.
2.5 S-3 Registration Right. At any time after the Company becomes
eligible to file a Registration Statement on Form S-3, the Holders of at least
twenty percent (20%) of the outstanding Registrable Securities will have the
right to require the Company to effect up to three (3) Registration Statements
on Form S-3 of Registrable Securities having an aggregate offering price in each
registration on Form S-3 in excess of $2,500,000 (based on the current public
market price). The Company shall, as expeditiously as possible, use its best
efforts to effect the registration on Form S-3 of all Registrable Securities
that the Company has been requested to register.
SECTION 3
LOCK-UP OF UNREGISTERED SHARES
In the event that the Company registers any of its securities in an
underwritten public offering and either (i) a Holder is not permitted to include
all or a portion of his or her Registrable Securities in the registration or
(ii) a Holder elects not to include any of his or her Registrable Securities in
such registration, each Holder agrees that such Holder will not (a) directly or
indirectly, sell, make a short sale of, loan, grant an option for the purchase
of, or otherwise dispose of such Holder's Registrable Securities not included in
the registration without the prior written consent of the Company or the
underwriter for ninety (90) days following the effective date of the
registration statement or (b) make a demand on the Company to effect a
Registration Statement on Form S-3 pursuant to Section 2.5 hereof for one
hundred twenty (120) days following the effective date of the registration
statement, provided that the Company shall not be entitled to exercise the
limitation right described in Section 7(B) for twelve (12) months following the
expiration of such one hundred twenty (120)-day period. The Holder agrees to
promptly execute and deliver to the underwriter a lock-up agreement in a form
satisfactory to the underwriter confirming the restrictions of this Section 3.
SECTION 4
OBLIGATIONS OF COMPANY
Whenever the Company is required by the provisions of this Agreement to
use its best efforts to effect the registration of the Registrable Securities,
the Company shall:
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A. Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and keep such registration statement
effective until the earlier of (i) the sale of the Registrable Securities so
registered or (ii) (1) with respect to an underwritten offering, ninety (90)
days subsequent to the effective date of such registration or (2) with respect
to a registration on Form S-3, which is not an underwritten offering, for the
earlier of (a) twelve (12) months subsequent to the effective date of such
registration or (b) the date all Registrable Securities may be sold under Rule
144 without volume limitation, provided that Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment which (x) includes any prospectus required by Section
10(a)(3) of the Securities Act or (y) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (x) and (y) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Exchange Act in the registration statement.
B. Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement.
C. Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them and give
such Holders reasonable time to review and comment on such documents.
D. If necessary, use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions 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.
E. In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.
F. (i) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; and
(ii) (1) use its best efforts to prevent the issuance of
any stop order or obtain its withdrawal at the earliest possible moment; and
(2) prepare and furnish to such Holder a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the offerees
of such Registrable Securities, such prospectus shall not include an untrue
statement of a
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material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.
G. Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
H. Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder not later than the effective date of
such registration.
I. Use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters for delivery to the Holders.
J. Use its best efforts to obtain from its counsel an opinion or
opinions in customary form for delivery to the Holders.
K. Take all such other actions either necessary or desirable to
permit the Registrable Securities held by a Holder to be registered and disposed
of in accordance with the method of disposition described herein.
It shall be a condition precedent to the obligation of the Company to
take any action pursuant to this Agreement with respect to the securities which
are to be registered at the request of any Holder that such Holder shall furnish
to the Company such information regarding itself, the securities held by such
Holder, and the intended method of disposition thereof as the Company shall
reasonably request and as shall be required in connection with the action taken
by the Company.
SECTION 5
EXPENSES OF REGISTRATION
The Company shall pay all of the expenses incurred in connection with
any registration, filing or qualification of Registrable Securities pursuant to
this Agreement, including, without limitation, all SEC and blue sky registration
and filing fees, printing expenses, transfer agent and registrar fees, stock
exchange qualification fees, the fees and disbursements of the Company's outside
counsel, fees of one (1) counsel for Holders in an amount not to exceed $20,000
and fees for Company's independent accountants including expenses incurred in
connection with any special audits incidental to or required by such
registration. Any underwriting discounts, fees and disbursements of counsel to
the Holder beyond that set forth above, selling commissions and stock transfer
taxes applicable to the Registrable Securities registered on behalf of a Holder
shall be borne by the Holder of the Registrable Securities included in such
registration.
SECTION 6
INDEMNIFICATION AND CONTRIBUTION
6.1 The Company. To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, such Holder's members, officers,
directors, partners, shareholders and employees, any underwriter (as defined in
the Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, or the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements,
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omissions or violations (collectively a "VIOLATION"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the 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 (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, or the Exchange Act or any state securities law; and the Company will pay
to each such Holder, underwriter or controlling person, as incurred, any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this Section 6.1 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 Company
(which consent shall not be unreasonably withheld), nor shall the Company be
liable to any Holder, underwriter or controlling person in any such case for any
such loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon a Violation which occurs in reliance upon and in conformity
with written information relating to such Holder, underwriter or controlling
person furnished expressly for use in connection with such registration by such
Holder, underwriter or controlling person.
6.2 Holders. To the extent permitted by law, each selling Holder
will, severally, and not jointly and severally, indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, or the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information relating to such Holder, underwriter or
controlling person furnished by such Holder expressly for use in connection with
such registration; and each such Holder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 6.2, in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 6.2 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; provided, that, in no event shall any indemnity
under this Section 6.2 exceed the lesser of such Holder's allocable share of
such indemnity payment and the gross proceeds from the offering received by such
Holder.
6.3 Defense of Claims. Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to such indemnifying parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the
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indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of liability to the indemnified party under this Section 6 to
the extent, and only to the extent, prejudiced thereby, but the omission so to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 6.
6.4 Contribution. If the indemnification provided for in this
Section 6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. 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.
6.5 Survival. The obligations of the Company and Holders under
this Section 6 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement, and otherwise.
SECTION 7
CERTAIN LIMITATIONS ON REGISTRATION RIGHTS
The Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Agreement:
A. In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act; or
B. If the Company shall furnish to the requesting
Holders a certificate signed by a duly authorized officer of the Company stating
that in the good faith judgment of the Board of Directors of the Company it
would be seriously detrimental to the Company for such registration statement to
be filed on or before the date filing would be required or to update or correct
the registration statement or prospectus pursuant to Section 4(F)(i) hereof,
then the Company shall be entitled to postpone filing the registration statement
or updating or correcting the registration statement or prospectus, as
applicable, for up to ninety (90) days; provided, however, that the Company
shall be entitled to issue such a certificate only one (1) time in any given
twelve (12) month period; or
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C. If, in connection with such registration, it would be
necessary for the Company to conduct an audit (other than already required
pursuant to the requirements of the Exchange Act).
SECTION 8
SELECTION OF MANAGING UNDERWRITERS
The managing underwriter or underwriters for any offering of
Registrable Securities shall be selected by the Company. No person may
participate in any underwritten offering hereunder unless such person: (i)
agrees to sell its Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements; (ii) completes and executes powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements; (iii) as expeditiously as possible, notifies the
Company, at any time when a prospectus relating to such Holder's Registrable
Securities is required to be delivered under the Securities Act, of the
happening of any event as a result of which such prospectus contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and (iv) complies with all reasonable requests made by
the Company or its counsel with respect to the registration of such Holder's
Registrable Securities, including, without limitation, providing such
information regarding such Holder and the distribution of such Holder's
Registrable Securities.
SECTION 9
RULE 144 REPORTING
With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its
best efforts to:
A. Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act;
B. File with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and
C. So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request, a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144,
and of the Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents of the
Company, and such other reports and documents so filed as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing such Holder to sell any such securities without registration.
SECTION 10
ADDITIONAL REGISTRATION RIGHTS
As of the date hereof, the Company has not granted registration rights
to any person or entity other than the rights granted to the Holders hereby and
the rights granted to the holders of the Series C Convertible Preferred Stock,
par value $.01 per share, of the Company (such rights, the "SERIES C RIGHTS").
Nothing herein shall prevent or prohibit the Company from granting registration
rights or amending the Series C Rights, provided that any such new or amended
rights are not superior to the rights granted pursuant to this Agreement.
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SECTION 11
TERMINATION OF RIGHTS
The rights of any Holder to receive notice and to participate in a
registration pursuant to the terms of this Agreement shall terminate at the
earliest to occur of (i) the sale by such Holder of all of the Shares held by
such Holder pursuant to Section 2 above or (ii) the date upon which such Holder
could sell all Registrable Securities then held by such Holder in any one (1)
three (3) month period under the terms of Rule 144 or Rule 144(k) under the
Securities Act.
SECTION 12
MISCELLANEOUS
12.1 Assignment of Registration Rights.
A. The rights to cause the Company to register
Registrable Securities pursuant to this Agreement may be assigned (but only with
all related obligations) by a Holder to a transferee or assignee of such
securities if (x) such transfer involves all the Registrable Securities held by
the Holder, or (y) a transfer by a Holder which is a corporation to any
affiliate, officer, director, partner, member, or employee of such Holder and a
transfer by a Holder which is a partnership to a partner of such partnership or
a retired partner of such partnership who retires after the date hereof, or to
the estate of any such partner or retired partner, or a transfer by a Holder
which is a limited liability company to a member of such limited liability
company or a retired member who resigns after the date hereof or to the estate
of any such member or retired member; or a transfer by a Holder which is an
individual to a member of the immediate family of such individual or to a trust
solely for the benefit of such individual or the members of the immediate family
of such individual or to the estate of such individual; provided, that all such
assignees who would not qualify individually for assignment of registration
rights under Section 12.1.A shall have a single attorney-in-fact for the purpose
of exercising any rights, receiving notices or taking any action under this
Section 12.1 and shall provide a power of attorney to that effect if requested
by the Company.
B. No assignment or transfer pursuant to this Section
12.1 shall be effective unless (i) the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (ii) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement; and (iii) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act.
12.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements
entered into solely between residents of and to be performed entirely within,
such state.
12.3 Counterparts. This Agreement 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.
12.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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12.5 Notices.
A. All notices, requests, demands and other
communications under this Agreement or in connection herewith shall be given to
or made upon the Holder at the address set forth in the Company's records and,
if to the Company, to PracticeWorks, Inc., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, with a copy to ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., 1600 Atlanta Financial Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq.
B. All notices, requests, demands and other
communications given or made in accordance with the provisions of this Agreement
shall be in writing, and shall be sent by airmail, return receipt requested, or
by facsimile with confirmation of receipt, and shall be deemed to be given or
made when receipt is so confirmed.
C. Any party may, by written notice to the other, alter
its address or respondent, and such notice shall be considered to have been
given three (3) days after the airmailing or faxing thereof.
12.6 Amendments and Waivers. Any term of this Agreement may be
amended with the written consent of the Company, the Shareholder and the holders
of at least fifty percent (50%) of the outstanding Registrable Securities. Any
amendment or waiver effected in accordance with this Section 12.6 shall be
binding upon the Holders and each transferee of the Registrable Securities, each
future holder of all such Registrable Securities, and the Company.
12.7 Severability. If one (1) or more provisions of this Agreement
are held to be unenforceable under applicable law, portions of such provisions,
or such provisions in their entirety, to the extent necessary, shall be severed
from this Agreement, and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
12.8 Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any party to this Agreement, upon any breach
or default of the other party, shall impair any such right, power or remedy of
such non-breaching party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, or by law or otherwise afforded to any Holder, shall be
cumulative and not alternative.
12.9 Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof and any other written or oral agreements between the
parties hereto are expressly canceled.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
COMPANY:
PracticeWorks, Inc.
By:
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Name:
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Its:
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SHAREHOLDER:
Ceramco Inc.
By:
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Name:
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Its:
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