0001193125-04-075463 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Stockholders Agreement • April 30th, 2004 • Selway Partners LLC • Services-computer integrated systems design • Delaware

• Contract Type
  Stockholders Agreement
• Filed
  April 30th, 2004
• Company
  Selway Partners LLC
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of March, 2004, by and among 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 together with CSSMK and Selway, the “Stockholders”).

SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

Series C Convertible Preferred Stock Purchase Agreement • April 30th, 2004 • Selway Partners LLC • Services-computer integrated systems design • Delaware

• Contract Type
  Series C Convertible Preferred Stock Purchase Agreement
• Filed
  April 30th, 2004
• Company
  Selway Partners LLC
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

THIS SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is made as of the 31st day of March, 2004, by and among INSCI Corp., a Delaware corporation (the “Company”), Selway Partners, LLC, (“Selway”) and CIP Capital L.P. (“CIP”, and with Selway, the “Investors”).