Amendment No. 1 to Stockholders Agreement among INSCI Corp., SCP Private Equity Partners II, L.P., and CSSMK, LLC

Summary

This amendment updates the Stockholders Agreement between INSCI Corp., SCP Private Equity Partners II, L.P., and CSSMK, LLC. It confirms that SCP has purchased 180,450 additional shares and CSSMK has purchased 51,557 additional shares of Series C Preferred Stock. The amendment states that all terms and conditions of the original Stockholders Agreement will apply to these new share purchases. The agreement is effective as of December 31, 2003, and is signed by all parties involved.

EX-10.87 4 ex10-87.txt AMENDMENT NO. 1 EXHIBIT 10.87 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT made and entered into as of 31st day of December, 2003, by and among INSCI Corp., a Delaware corporation (the "Company"), SCP Private Equity Partners II, L.P., a Delaware Limited Liability Partnership ("SCP") and CSSMK, LLC, a Massachusetts Limited Liability Company (the "Stockholder" or CSSMK"). RECITALS WHEREAS, the Company, SCP and CSSMK are agreeable to an Amendment to the Stockholders Agreement; and WHEREAS, SCP has purchased an additional 180,450 shares of Series C Preferred Stock; and WHEREAS, CSSMK has purchased an additional 51,557 shares of Series C Preferred Stock. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: FIRST: The Stockholders Agreement dated as of December 31, 2003 (Stockholders Agreement) is ratified, adopted and confirmed and is annexed hereto, made a part hereof, and marked as Exhibit "1" . SECOND: The Company has sold and conveyed 180,450 shares of Series C Preferred Stock to SCP and 51,557 shares of Series C Preferred Stock to CSSMK, and the parties agree that all terms and conditions contained in the Stockholders Agreement will govern and be binding upon SCP and CSSMK with respect to the purchase of 180,450 shares of Series C Preferred Stock being purchased by SCP on even date and the 51,557 shares of Series C Preferred Stock purchased by CSSMK. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1 TO STOCKHOLDERS Agreement as of the date above written. COMPANY: SCP: INSCI CORP. SCP PRIVATE EQUITY PARTNERS II, L.P. BY: SCP PRIVATE EQUITY II GENERAL PARTNER, L.P., ITS GENERAL PARTNER By: BY: SCP PRIVATE EQUITY II, LLC -------------------------------- Name: Title: BY: -------------------------------- ------------------------------- Name: ---------------------------- Title: ---------------------------- STOCKHOLDER: CSSMK, LLC By: ------------------------------- Name: ----------------------------- Title: -----------------------------