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EXHIBIT 4.5
AMENDMENT NO. 1
TO
SHAREHOLDER AGREEMENT
THIS AMENDMENT No. 1 TO SHAREHOLDER AGREEMENT (the
"Amendment") dated as of March 22, 2000, is entered into by and among 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 dated February 4, 1999 (the "Shareholder Agreement").
I N T R O D U C T I O N
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.
A G R E E M E N T
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. Amendment to Shareholder Agreement. 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 subsequent
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, and (iii) any
Common Stock or other equity securities issued or issuable with respect
to the securities referred to in clause (ii) 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 Registrable Securities held by Holder may be sold in
90-day period pursuant to Rule 144 under the Securities Act (or any
similar rule then in effect).
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2. Counterparts. 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.
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IN WITNESS WHEREOF, this Amendment No. 1 to the Shareholder
Agreement has been executed by the parties hereof.
VIALINK COMPANY
By: /s/ J. Xxxxxx Xxxxxx
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J. Xxxxxx Xxxxxx
Chief Financial
Officer
HEWLETT-PACKARD COMPANY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
