Amendment and Joinder to Registration Rights Agreement among Balanced Care Corporation, IPC Advisors, and Debenture Purchasers

Summary

This agreement amends the original Registration Rights Agreement between Balanced Care Corporation and IPC Advisors to include HR Investments Limited, RH Investments Limited, and VXM Investments Limited as new parties. These new parties, who have purchased convertible debentures from the company, are now granted the same registration rights as existing holders. The amendment updates definitions and ensures all parties are bound by the agreement’s terms. All other provisions of the original agreement remain unchanged.

EX-10.135 13 w38905ex10-135.txt AMENDMENT & JOINDER TO REGISTRATION RIGHTS AGMT. 1 Exhibit 10.135 AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT This Amendment and Joinder (the "Amendment") to that certain Registration Rights Agreement (the "Agreement") dated as of October 8, 1999 by and between Balanced Care Corporation, a Delaware corporation (the "Company"), and IPC Advisors S.a.r.l. ("IPC Advisors"), is entered into as of this 31st day of July, 2000 by and among the Company, IPC Advisors, HR Investments Limited ("HR"), RH Investments Limited ("RH") and VXM Investments Limited ("VXM")(hereinafter, HR, RH and VXM shall be individually and collectively referred to as the "Debenture Purchaser"). WITNESSETH: WHEREAS, the Company and each Debenture Purchaser have entered into those certain Purchase Agreements each dated as of June 30, 2000 (individually, a "Purchase Agreement" and collectively, the "Purchase Agreements") pursuant to which, among other things, the Company has agreed to issue and sell to each Debenture Purchaser, and each Debenture Purchaser has agreed to purchase from the Company, on the date hereof a debenture in the original principal amount of approximately $4,666,667 (individually, a "Debenture" and collectively, the "Debentures"); and WHEREAS, each Debenture is convertible into shares of the common stock, par value $.001 per share, of the Company; and WHEREAS, the Purchase Agreements provide that the parties shall enter into this Amendment as of the date hereof. NOW THEREFORE, the parties hereby agree as follows: 1. Incorporation of Recitals; Definitions. The recitals set forth above are incorporated herein by reference and are made a part hereof to the same extent as if such recitals were set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and, if not defined in the Agreement, shall have the meanings ascribed to them in the Subscription Agreement or the Debentures, as applicable. 2 2. Definition of Registrable Securities. The definition of "Registrable Securities" set forth in Section 1.2 of the Agreement is hereby amended and restated in its entirety as follows: "Registrable Securities" means (i) shares of common stock of the Corporation acquired, directly or indirectly, pursuant to the Subscription Agreement, or pursuant to any subdivision, reclassification or other similar change in respect thereof, including upon the conversion of the Series C Preferred Shares, (ii) shares of the common stock of the Corporation issued upon conversion of that certain Debenture, dated as of July 31, 2000, in the original principal amount of $4,666,667 in favor of HR Investments Limited, or pursuant to any subdivision, reclassification or other similar change in respect thereof, in each case owned or held by a Holder, (iii) shares of the common stock of the Corporation issued upon conversion of that certain Debenture, dated as of July 31, 2000, in the original principal amount of $4,666,667 in favor of RH Investments Limited, or pursuant to any subdivision, reclassification or other similar change in respect thereof, in each case owned or held by a Holder, and (iv) shares of the common stock of the Corporation issued upon conversion of that certain Debenture, dated as of July 31, 2000, in the original principal amount of $4,666,667 in favor of VXM Investments Limited, or pursuant to any subdivision, reclassification or other similar change in respect thereof, in each case owned or held by a Holder. 3. Definition of Holders. The definition of "Holders" set forth in Section 1.2 of the Agreement is hereby amended and restated in its entirety as follows: "Holders" means the Purchaser, HR Investments Limited, RH Investments Limited and VXM Investments Limited and such of their 2 3 respective successors and affiliate transferees who acquire Registrable Securities. 4. Joinder. By executing and delivering this Amendment, each Debenture Purchaser hereby becomes a party to the Agreement, as amended hereby, and each party hereto hereby acknowledges and agrees that each Debenture Purchaser shall hereby be entitled to the rights and privileges of a Holder and that each such Debenture Purchaser is bound by all of the provisions of the Agreement applicable to a Holder thereunder. 5. Notice. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lock-out or otherwise shall be deemed to have been received on the fourth (4th) Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivery by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lockout or otherwise, notices or other communications shall be delivered by hand or sent by facsimile or other means of electronic communication and shall be deemed to have been received in accordance with this section. Notices and other communications shall be addressed as follows: (a) if to the Company: Balanced Care Corporation 1215 Manor Drive Mechanicsburg, PA 17055 U.S.A. Attention: Robin L. Barber Telecopier: (717) 796-6294 3 4 with a copy to: Kirkpatrick & Lockhart LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA 15222 U.S.A. Attention: Kristen Larkin Stewart, Esq. Telecopier: (412) 355-6501 (b) if to the Debenture Purchaser: HR Investments Limited RH Investments Limited VXM Investments Limited c/o Unsworth & Associates Herengrach ###-###-#### BT Amsterdam, Netherlands Attention: Brad Unsworth Telecopier: 011-31-20 ###-###-#### with a copy to: Manfred J. Walt c/o Central Park Lodges Ltd. 175 Bloor Street East South Tower Toronto, Ontario M4W 3R8 Attention: Manfred J. Walt Telecopier: (416) 323-3818 with a further copy to: Goodman Phillips & Vineberg 250 Yonge Street, Suite 2400 Toronto, Ontario M5B 2M6 Attention: Stephen Pincus Telecopier: (416) 979-1234 4 5 (c) if to IPC Advisors: IPC Advisors S.a.r.l. c/o Unsworth & Associates Herengrach ###-###-#### BT Amsterdam, Netherlands Attention: Brad Unsworth Telecopier: 011-31-20 ###-###-#### with a copy to: Manfred J. Walt c/o Central Park Lodges Ltd. 175 Bloor Street East South Tower Toronto, Ontario M4W 3R8 Attention: Manfred J. Walt Telecopier: (416) 323-3818 with a further copy to: Goodman Phillips & Vineberg 250 Yonge Street, Suite 2400 Toronto, Ontario M5B 2M6 Attention: Stephen Pincus Telecopier: (416) 979-1234 6. Miscellaneous. (a) Except as expressly amended or modified by this Amendment, the terms and condition of the Agreement shall remain in full force and effect. (b) This Amendment may be executed in one or more counterparts, each of which shall constitute an original but all of which shall constitute one and the same instrument. (c) This Amendment may be amended only by a writing signed by all of the parties hereto. 5 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. BALANCED CARE CORPORATION By:/s/ Robin L. Barber Print Name: Robin L. Barber Title: Senior Vice President and Legal Counsel & Assistant Secretary IPC ADVISORS S.A.R.L. By:/s/ J. B. Unsworth Print Name: J. B. Unsworth Title: Manager HR INVESTMENTS LIMITED By:/s/ J. B. Unsworth Print Name: J. B. Unsworth Title: Director RH INVESTMENTS LIMITED By:/s/ J. B. Unsworth Print Name: J. B. Unsworth Title: Director VXM INVESTMENTS LIMITED By:/s/ J. B. Unsworth Print Name: J. B. Unsworth Title: Director 6