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EXHIBIT 4.8
AMENDMENT No. 2
TO
SHAREHOLDER AGREEMENT
THIS AMENDMENT No. 2 TO SHAREHOLDER AGREEMENT (the "Amendment")
dated as of April 10, 2001 is entered into by and among The viaLink Company, a
Delaware corporation (the "Company"), and Hewlett-Packard Company, a Delaware
corporation ("Hewlett-Packard"). Capitalized terms used but not defined herein
shall have the respective meanings assigned to them in that certain Shareholder
Agreement by and between the Company and Hewlett-Packard dated February 4, 1999
(as amended, the "Shareholder Agreement").
INTRODUCTION
WHEREAS, the Company and Hewlett-Packard are parties to the
Shareholder Agreement and desire to amend such agreement to provide that any
shares of the capital stock of the Company acquired by Hewlett-Packard
subsequent to the execution date of the Shareholder Agreement shall become
subject to the Shareholder Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and
for certain other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. The Shareholder Agreement shall be amended by replacing in its
entirety Paragraph 9 (iii) with the following:
"Registrable Securities" means, with respect to Holder, (i) the
Company's Common Stock issued to Holder pursuant to any Securities
Purchase Agreement, including, but not limited to, those shares of the
Company's Common Stock issued pursuant to that certain Securities
Purchase Agreement, dated March 22, 2000 (the "Securities Purchase
Agreement"), and those shares of the Company's Common Stock issuable upon
the exercise of the Warrants purchased by Holder pursuant to the
Securities Purchase Agreement, (ii) the Company's Common Stock issued to
Holder upon conversion of the Convertible Note; (iii) the Company's
Common Stock issued to Holder upon conversion of that certain Secured
Convertible $3,807,812.59 Promissory Note dated April , 2001 issued by
the Company and payable to Holder, (iv) the Company's Common Stock issued
to Holder upon exercise of that certain Series A Common Stock Purchase
Warrant issued by the Company for the benefit of Holder dated April ,
2001 and (v) any Common Stock or other equity securities issued or
issuable with respect to the securities referred to in clause (ii) and
(iii) by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such
securities will cease to be Registrable Securities (A) when they have
been distributed to the public pursuant to an offering registered under
the Securities Act or (B) after the
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Registrable Securities held by Holder may be sold in 90-day periods
pursuant to Rule 144 under the Securities Act (or any similar rule then
in effect)."
2. This Amendment may be executed in multiple counterparts, each
of which when so executed and delivered shall be an original, but all of such
counterparts together shall constitute one and the same instrument. Except as
expressly provided herein, the Shareholder Agreement shall remain in full force
and effect, without modification or amendment. This Amendment shall be governed
in accordance with the laws of the state of California, without giving effect to
that state's conflicts of laws provisions. If any provision of this Amendment is
held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Amendment.
IN WITNESS WHEREOF, this Amendment No. 2 to Shareholder Agreement
has been executed by the parties hereof as of the date first above written.
THE VIALINK COMPANY
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Vice President, Chief Financial Officer
and General Counsel
HEWLETT-PACKARD COMPANY
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Vice President and General Manager
of Business Development
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