FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is
made and entered into as of this 28th day of January, 2005, by and among
ClearStory Systems, Inc. (f/k/a/Insci Corp.), a Delaware corporation (the
"Company"), SCP Private Equity Partners II, L.P., a Delaware limited liability
partnership ("SCP"), CSSMK, LLC, a Massachusetts limited liability company
("CSSMK"), Selway Partners, LLC ("Selway") and CIP Capital, L.P. ("CIP" and SCP,
CSSMK, CIP and Selway collectively, the "Parties").
RECITALS
WHEREAS, SCP, CSSMK, CIP and the Company entered into a Series C
Convertible Preferred Stock Purchase Agreement of even date pursuant to which
SCP, CSSMK and CIP agreed to purchase an aggregate of 386,678 shares (which may
be increased by 51,557 shares pursuant to the terms of the Series C Convertible
Stock Purchase Agreement) of Series C Convertible Preferred Stock, par value
$.01 per share ("Series C Preferred Stock") for an aggregate purchase price of
$750,000 (which may be increased by $100,000 pursuant to the terms of the Series
C Convertible Stock Purchase Agreement); and
WHEREAS, on March 31, 2004 the Parties and the Company entered into an
Amended and Restated Stockholders Agreement (the "Stockholders Agreement") to
set forth their respective rights with respect to the Series C Preferred Shares;
and
WHEREAS, the Company and the Parties wish to enter into this Amendment
("Agreement"); and
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. AMENDMENT OF SECTION 8.7. Section 8.7 of the Stockholders Agreement is
amended to read in its entirety as follows:
" "8.7 SERIES C PREFERRED SHARES" means all shares of the Company's
Series C Preferred Stock owned by a Stockholder, regardless of when
such shares may have been acquired."
2. NO OTHER CHANGES. Subject only to the foregoing amendment to Section
8.7., the Stockholders Agreement shall continue in full force and effect in
accordance with its terms,
IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT
TO AMENDED AND RESTATED STOCKHOLDERS Agreement as of the date above written.
COMPANY: SCP PRIVATE EQUITY PARTNERS II, L.P.
CLEARSTORY SYSYEMS, INC. BY: SCP PRIVATE EQUITY II GENERAL PARTNER,
L.P., ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx BY: SCP PRIVATE EQUITY II, LLC
-------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer BY: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: a manager
SELWAY PARTNERS, LLC
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
CIP CAPITAL, L.P.
BY: CIP CAPITAL MANAGEMENT, INC., ITS
GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
CSSMK, LLC
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Manager
