Zanett Lombardier, Ltd.
c/o The Zanett Securities Corporation
Tower 00, 00xx Xxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Capital Ventures International
c/o Susquehanna Securities Trading GmbH
Xxxxxxxxxx 0
00000 Xxxxxxxxx xx Xxxx
Xxxxx Xxxxxxxx
c/o The Zanett Securities Corporation
Tower 00, 00xx Xxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
December 8, 1997
Network Imaging Corporation
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Dear Ladies and Gentlemen:
Xxxxxx Xxxxxxxxxx, Ltd., Capital Ventures International and Xxxxx
Xxxxxxxx (individually, a "Purchaser" and, collectively, the "Purchasers") have
purchased 3,250 shares of Series L Preferred Convertible Stock ("Series L
Stock") from Network Imaging Corporation ("Company") under that Securities
Purchase Agreement among the Company and the Purchasers dated December 8, 1997
("Securities Purchase Agreement"). Under the Securities Purchase Agreement, the
Purchasers have the right to purchase 3,000 additional shares of Series L Stock
from the Company pursuant to the terms of the Securities Purchase Agreement.
Pursuant to Section VII(B)(ii) of the Certificate of Designations,
Preferences and Rights of Series L Convertible Preferred Stock of Network
Imaging Corporation ("Series L Certificate"), each holder of the Series L Stock
has the right, under certain conditions, to require
the Company to issue shares of the Company's Common Stock, par value
$.0001 per share ("Common Stock"), at a conversion price equal to the average of
the Closing Price, as defined in the Series L Certificate, for the five
consecutive trading days (subject to equitable adjustment for any stock splits,
stock dividends, reclassifications or similar events during such five trading
day period) preceding the date of the holder's written notice to the Company of
its election to receive shares of Common Stock pursuant to that Section, without
regard to the limitation set forth in Section IV(C)(i) of the Series L
Certificate.
The Purchasers hereby agree, on behalf of themselves and on behalf of
all subsequent holders of shares of Series L Stock, that, while the Company's
Common Stock is listed on either the Nasdaq National Market or the Nasdaq
SmallCap Market and until the issuance of the shares of Common Stock issuable on
conversion of and otherwise in connection with the shares of Series L Stock is
approved by the holders of Common Stock in accordance with the provisions of
Nasdaq Rule 4460(i), the Company cannot be required to issue 20% or more of the
number of shares of Common Stock outstanding on December 7, 1997 on conversion
of and/or otherwise in connection with the Series L Stock.
Sincerely,
ZANETT LOMBARDIER, LTD.
By:_________________________________
Name:_______________________________
Title:________________________________
CAPITAL VENTURES INTERNATIONAL
By:_________________________________
Name:_______________________________
Title:________________________________
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Xxxxx Xxxxxxxx
