Exhibit 10.28(b)
AMENDMENT TO PLEDGE AGREEMENT
This Amendment to Pledge Agreement ("Amendment") dated as of April 26,
2001, is entered into between Xxxxxxx Xxxxxxx, as "Purchaser," and printCafe,
Inc., a Delaware corporation, as successor in interest to Prograph Systems,
Inc., a Pennsylvania corporation, as the "Company," for the purpose of amending
that certain Pledge Agreement ("Pledge Agreement") dated as of November 8, 1999,
between Purchaser and the Company's predecessor in interest.
RECITALS
A. The number of Shares originally pledged to secure payment of
the Note was One Million Six Hundred Fifty Four Thousand Seven
Hundred Two (1,654,702).
B. As of March 7, 2000, the outstanding principal balance of the
Note was One Hundred Six Thousand Seven Hundred Two Dollars
($106,702.00), and interest due thereunder had accrued in the
amount of Seven Thousand Four Hundred Forty Four and 80/100
Dollars ($7,444.80).
C. As of the date hereof, the Company has loaned to Purchaser the
sum of Six Hundred Forty One Thousand Five Hundred Eighty-Two
and 63/100 Dollars ($641,582.63) under a Secured Promissory
Note ("Second Note").
D. As of the date hereof, Purchaser and the Company acknowledge
that the fair market value of the Shares is One and 50/100
Dollars ($1.50) per Share.
E. Because of the significant partial prepayments made to date on
the Note, and for other valuable consideration, the parties
desire to amend the Pledge Agreement as set forth herein.
NOW, THEREFORE, for valuable consideration, receipt of which is
acknowledged, the parties agree as follows:
AMENDMENT
1. Capitalized terms not otherwise defined herein are defined in
the Pledge Agreement.
2. "Second Note" shall have the meaning set forth in Recital C
above.
3. The number of Shares pledged to secure payment of the Note and
the Second Note shall be reduced to Four Hundred Ninety Eight
Thousand Eight Hundred Fifty Seven (498,857). Of this amount,
Seventy One Thousand One Hundred Thirty Five (71,135)
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Shares are pledged to secure payment of the Note and Four
Hundred Twenty Seven Thousand Seven Hundred Twenty Two
(427,722) Shares are pledged to secure payment of the Second
Note.
4. The remainder of the Shares pledged under the Pledge Agreement
shall be released therefrom and delivered to Purchaser free of
all restrictions thereunder.
5. At such time as the Company notifies the Pledgor of an Event
of Default, the Pledgor shall have the right to instruct the
Company, upon delivery of the share certificate therefor, to
convert Preferred Series A Stock then owned by the Pledgor to
Common Stock, and the Company shall cause the conversion
thereof to Common Stock of the Company at a conversion ratio
of one to one, at the expense of the Company, and to
substitute such converted Common Stock for a like number of
shares of Common Stock pledged hereunder.
6. Except as amended herein, the Pledge Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, Purchaser and the Company have signed, dated and
delivered this Amendment as of the date and year first above written.
"PURCHASER"
/s/ Xxxxxxx Xxxxxxx
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XXXXXXX XXXXXXX
"COMPANY"
PRINTCAFE, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxx
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Xxxx Xxxx, President
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