EXHIBIT 10.48
MODIFICATION OF SECURED CONTINGENT PROMISSORY NOTE NO. 1,
SECURED CONTINGENT PROMISSORY NOTE NO. 2 AND SECURED
CONVERTIBLE CONTINGENT PROMISSORY NOTE
THIS Modification of SECURED CONTINGENT PROMISSORY NOTE NO. 1, SECURED
CONTINGENT PROMISSORY NOTE NO. 2 AND SECURED CONVERTIBLE CONTINGENT PROMISSORY
NOTE dated as of February 16, 2009, is made by and among iPRINT TECHNOLOGIES,
LLC, a Delaware limited liability company ("Maker"), MTS PARTNERS, INC. (fka
iPRINT TECHNOLOGIES, INC.), a California corporation ("Payee"), AMERICAN
TONERSERV CORP., a Delaware corporation ("ATS"), and certain other parties (the
"Purchase Agreement").
RECITALS
A. The Maker, Payee, and others are parties to that certain Asset
Purchase Agreement, dated as of October 31, 2008, (the "Purchase
Agreement"), pursuant to which Maker and ATS executed a Secured
Contingent Promissory Note No.1 ("Note No. 1"), Secured Contingent
Promissory Note No.2 ("Note No. 2") and SECURED CONVERTIBLE
CONTINGENT PROMISSORY NOTE ("Contingent Note") dated October 31,
2008, made payable to Payee.
B. The Maker, Payee, and others are entering into that certain First
Amendment to Asset Purchase Agreement dated of even date herewith,
pursuant to which Subsections 7.2(b)(1) and 7.2(b)(2) are being
amended to combine Note No. 1 and Note No. 2.
C. Maker and Payee desire to combine Note No. 1 and Note No. 2 into
Modified Secured Promissory Note in the amount of One Million One
Hundred Fifty Thousand Dollars ($1,150,000) plus accrued interest
through February 28, 2009, and paid according to Loan Amortization
Schedule in the form attached hereto as Exhibit C-6.
D. Section 8 Adjustment in Contingent Note modified to include
principal amount of Contingent Note may be adjusted in accordance
with the terms and conditions of Section 7.3 of the Purchase
Agreement and Section 4 of the First Amendment to Asset Purchase
Agreement dated February 16, 2009.
E. Maker and Payee agree that the "Grace Period" as defined under
Section 5 in Contingent Note shall be changed from ten (10) business
days to seven (7) business days.
NOW, THEREFORE, in consideration of the covenants and conditions contained
herein, the parties agree as follows:
1. The first payment of One Hundred Thousand Dollars ($100,000) is due
March 16, 2009.
2. Thereafter, monthly minimum payments of Forty Thousand Dollars
($40,000) plus ten percent interest (10%) due the last day of the month
beginning March 31, 2009.
3. In addition to installment payments, fifty percent (50%) of every
dollar raised through private offering will be paid until the Modified Secured
Promissory Note is paid off in full.
4. "Grace Period" as defined under Section 5 in Contingent Note is
changed from ten (10) business days to seven (7) business days.
5. All other terms and conditions of the Modified Secured Promissory
Note and the Secured Convertible Contingent Promissory Note not specifically
modified hereby are incorporated herein and shall remain in full force and
effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Maker has executed this Modification to Secured
Contingent Promissory Note No. 1 and Secured Contingent Promissory Note No. 2 as
of the date first set forth above.
MAKER:
iPRINT TECHNOLOGIES, LLC,
a Delaware limited liability company
By: AMERICAN TONERSERV CORP.,
a Delaware corporation
Its: Managing Member
By: /s/ Xxxxx Mache
--------------------------
Xxxxx Mache
Its: President and CEO
ATS:
AMERICAN TONERSERV CORP.,
a Delaware corporation
By: /s/ Xxxxx Mache
--------------------------
Xxxxx Mache,
Its: President and CEO
PAYEE:
MTS PARTNERS, INC. (fka iPRINT
TECHNOLOGIES, INC.),
a California corporation
By: /s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx
Its: President and Secretary