Exhibit 10.1
TERMINATION AND WAIVER OF
REGISTRATION AGREEMENT
THIS TERMINATION AND WAIVER OF
REGISTRATION AGREEMENT is made as of April 2, 2004 by and among
Global Imaging Systems, Inc., a Delaware corporation (the “
Company ”), Golder, Thoma, Cressey, Rauner Fund IV,
Limited Partnership, a Delaware limited partnership (“
GTCR ”) and the stockholders of the Company
signatories hereto (the “ Stockholders
”).
WHEREAS, the Company, the
Stockholders and certain other parties are parties to the
Registration Agreement dated June 9, 1994 (as amended through
Amendment No. 4 thereto, dated December 11, 2001, the “
Registration Agreement ”), pursuant to which the
Stockholders may have registration rights for their shares of the
Company’s Common Stock (capitalized terms not defined herein
shall be as defined in the Registration Agreement);
WHEREAS, Section 9(e) of the
Registration Agreement provides that provisions of the agreement
may be amended and the Company may take any action therein
prohibited, or omit to perform any act therein required to be
performed by it, if the Company has obtained the written consent of
GTCR, holders of a majority of the JNL Registrable Securities and
the holders of 80% of the Registrable Securities;
WHEREAS, there are no longer any JNL
Registrable Securities, and the parties hereto collectively hold
over 80% of the Registrable Securities;
WHEREAS, all of Registrable
Securities held by parties to the Registration Agreement are
eligible for resale under Rule 144 promulgated under the Securities
Act of 1933 (“ Rule 144 ”);
WHEREAS, the parties hereto now
desire to terminate the Registration Agreement; and
WHEREAS, the Company proposes to
file a “shelf” registration statement on Form S-3 with
the Securities and Exchange Commission r
