Termination and Waiver of Registration Agreement



 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 registering the offer and sale of common stock by certain selling stockholders
named therein (the “Shelf Registration Statement”) in connection with its acquisition of Imagine Technology Group, Inc. 
  
 NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned parties, intending legally to be bound hereby and to bind all parties to the Registration Agreement, agree as follows: 
  
 1. Waiver in Connection with Shelf Registration Statement. To facilitate the Company’s proposed acquisition of Imagine
Technology Group, Inc., the parties hereto hereby waive any rights of any holder of Registrable Securities pursuant to the Registration Agreement to have their shares included in the Shelf Registration Statement or to receive or have received notice
of the Shelf Registration Statement. 
  
 2.
Termination of Registration Agreement. The Registration Agreement is hereby terminated in its entirety and the rights, duties, and obligations of the parties thereto are hereby extinguished, and none of its provisions shall continue to
have any force and effect. 
  
 ***** 
  
 This Termination and Waiver of Registration Agreement may be executed in
counterparts, each of which will constitute an original, and all of which together will constitute one and the same document. This Termination and Waiver of Registration Agreement may also be executed by facsimile transmission. 







 IN WITNESS WHEREOF, the Company and each of the undersigned has executed this Termination and Waiver of
the Registration Agreement as of April 2, 2004. 
  

			
	GLOBAL IMAGING SYSTEMS, INC.
		
	 	 	 /s/ Thomas S. Johnson


	 	 	 Thomas S. Johnson

	 	 	 Chairman and Chief Executive Officer

		
	 	 	 /s/ Thomas S. Johnson


	 	 	THOMAS S. JOHNSON
	
	GOLDER, THOMA, CRESSEY, RAUNER FUND IV, LIMITED PARTNERSHIP
		
	 By:
	 	 GTCR IV, L.P.

	 	 	 General Partner

		
	 By:
	 	 Golder, Thoma, Cressey, Rauner Inc.

	 	 	 General Partner

		
	 	 	 /s/ Carl D. Thoma


	 	 	 Carl D. Thoma, Principal

		
	 	 	 /s/ Carl D. Thoma


	 	 	CARL D. THOMA
		
	 	 	 /s/ Peter Dinan


	 	 	PETER DINAN
		
	 	 	 /s/ Todd S. Johnson


	 	 	TODD S. JOHNSON
		
	 	 	 /s/ Raymond Schilling


	 	 	RAYMOND SCHILLING
		
	 	 	 /s/ Michael E. Shea


	 	 	MICHAEL E. SHEA
		
	 	 	 /s/ Alfred N. Vieira


	 	 	ALFRED N. VIEIRA


  

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