RECITALSRegistration Rights Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design
The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of INSCI Corp., and further agree that this Agreement shall be included as an Exhibit to such filings.
RECITALSSCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design • California
September 4, 2003 INSCI Corp. Two Westborough Business Park 200 Friberg Parkway, Suite 2000 Westborough, MA 01581 Attn: Mr. Henry F. Nelson, President and Chief Executive Officer Selway Partners, LLC Selway Management, Inc. 52 Forest Avenue Paramus,...SCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design
This letter agreement confirms our agreement that following the closing of the transactions contemplated by the Series C Convertible Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement"), by and among SCP Private Equity Partner II, L.P. ("SCP") and INSCI Corp. (the "Company"), the Company, Selway Partners, LLC, Selway Management, Inc. and CIP Capital L.P. will take all reasonable action to amend (a) the Certificate of Designations, Number, Powers, Conversion Rights, Preferences and Relative, Participating, Optional, and Other Special Rights and Qualifications, Limitations and Restrictions of Series A Convertible Preferred Stock (the "Series A Designation") and other related documents to change the conversion price of the Series A Preferred Convertible Preferred Stock to $0.11; (b) the Certificate of Designations, Number, Powers, Conversion Rights, Preferences and Relative, Participating, Optional, and Other Special Rights and Qualifications, Limitations an
September 4, 2003 INSCI Corp. Two Westborough Business Park 200 Friberg Parkway, Suite 2000 Westborough, MA 01581 Attn: Mr. Henry F. Nelson, President and Chief Executive Officer This will confirm our agreement that following the closing of the...SCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design
This will confirm our agreement that following the closing of the transactions contemplated by the Series C Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement"), by and among, inter alia, SCP Private Equity Partners II, L.P. ("SCP") and INSCI Corp. ("Insci"):
EXHIBIT 1 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is made as of the 4th day of September, 2003, by and among INSCI Corp., a Delaware corporation (the "Company") and SCP...Series C Convertible Preferred Stock Purchase Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design • Delaware
