Exhibit 4.3
AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT dated November
19, 1996 (the "Agreement") made as of this 5th day of September, 1997 (the
"Amendment"), by and among DocuNet Inc., a Pennsylvania corporation (hereafter
called "DocuNet" or the "Company"), Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, G. Xxxxxx
Xxxxxxxxxx, III (the "GBL Shareholders"), Xxxxx X. Xxx, Xxxxx X. Xxxxxxxx, Xxxxx
Xxxxx, S. Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxx as
Trustee for Xxxxxx Xxxxxxx Xxxxxx, UGMA and Xxxxx X. Xxxxxx as Trustee for
Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx, UGMA, (such persons together with any other
person or entity which hereafter may become a shareholder of DocuNet, so long as
they are shareholders of DocuNet, are sometimes hereinafter collectively called
the "Shareholders" or individually called "Shareholder").
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, conditions and agreements herein contained, the parties
hereto, each intending to be legally bound hereby, agree as follows:
1. A new Section 15 is added as follows:
"15. Piggyback Registration Rights.
(a) Whenever the Company proposes to register any Common
Stock for its own or others' account under the Securities Act for a public
offering, other than (i) the initial public offering of its Common Stock; (ii)
any shelf registration of the Common Stock; (iii) registrations of shares to be
used solely as consideration for acquisitions of additional businesses by the
Company and (iv) registrations relating to employee benefit plans, the Company
shall give the Shareholder prompt written notice of its intent to do so. Upon
the written request of the Shareholder given within 30 days after receipt of
such notice, Company shall cause to be included in such registration all of the
Common Stock which the Shareholder requests. However, if the Company is advised
in writing in good faith by any managing underwriter of an underwritten offering
of the securities being offered pursuant to any registration statement under
this Section 15(a) that the number of shares to be sold by persons other than
the Company is greater than the number of such shares which can be offered
without adversely affecting the offering, the Company may reduce pro rata the
number of shares offered for the accounts of such persons (based upon the number
of shares held by such persons) to a number deemed satisfactory by such managing
underwriter or such managing underwriter can eliminate the participation of all
such persons in the offering, provided that, for each such
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offering made by the Company after its initial public offering of Common Stock,
a reduction shall be made first by reducing the number of shares to be sold by
persons other than the Company, the Shareholder, and all of the other
stockholders of the Company immediately prior to, or who become stockholders
simultaneously with, the closing of the initial public offering (the "Other
Stockholders"), and thereafter, if a further reduction is required, by reducing
the number of shares to be sold by the Shareholder and the Other Stockholders,
pro rata based upon the number of shares held by such persons.
(b) Registration Procedures. All expenses incurred in
connection with the registrations under this Section 15 (including all
registration, filing, qualification, legal, printer and accounting fees, but
excluding underwriting commissions and discounts and fees, if any, of separate
counsel engaged by the Shareholder) shall be borne by the Company. In connection
with registrations under Section 15(a), the Company shall (i) prepare and file
with the Securities and Exchange Commission as soon as reasonably practicable, a
registration statement with respect to the Common Stock and use its best efforts
to cause such registration to promptly become and remain effective for a period
of at least 90 days (or such shorter period during which holders shall have sold
all Common Stock which they requested to be registered); (ii) use its best
efforts to register and qualify the Common Stock covered by such registration
statement under applicable state securities laws as the holders shall reasonably
request for the distribution for the Common Stock; and (iii) take such other
actions as are reasonable and necessary to comply with the requirements of the
Securities Act and the regulations thereunder.
(c) Underwriting Agreement. In connection with each
registration pursuant to Section 15(a) covering an underwritten public offering,
the Company and each participating holder agree to enter into a written
agreement with the managing underwriters in such form and containing such
provisions as are customary in the securities business for such an arrangement
between such managing underwriters and companies of the Company's size and
investment stature, including indemnification and the prohibition of sales or
transfers of such holders' common stock for an applicable lock-up period.
(d) Availability of Rule 144. The Company shall not be
obligated to register shares of Common Stock held by the Shareholder at any time
when the resale provisions of Rule 144(k) (or any similar or successor
provision) promulgated under the Securities Act are available to the
Shareholder.
(e) Survival. The provisions of this Section 15 shall
survive any earlier termination of this Agreement pursuant to Section 10 until
December 31, 1999."
2. Except as amended by this Amendment all other provisions of
the Agreement shall remain in full force and effect, and the Agreement and this
Amendment shall be taken and read as the same instrument. In the event of any
conflict between the provisions of the Agreement and the Amendment, the
provisions of the Amendment shall prevail.
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment on the date first above written.
DOCUNET INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxx X. Xxx, Xx.
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Xxxxx X. Xxx, Xx.
/s/ G. Xxxxxx Xxxxxxxxxx, III
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G. Xxxxxx Xxxxxxxxxx, III
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx under UGMA
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Trustee
Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx under UGMA
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Trustee
/s/ S. Xxxxx Xxxxx
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S. Xxxxx Xxxxx
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