EXHIBIT 10.3
FIRST AMENDMENT TO MASTER AMENDMENT AGREEMENT
THIS FIRST AMENDMENT TO MASTER AMENDMENT AGREEMENT (this "Amendment"), dated as
of June 28, 2010, is made by and among iPRINT TECHNOLOGIES, LLC, a Delaware
limited liability company ("Buyer"), AMERICAN TONERSERV CORP., a Delaware
corporation ("ATS"), MTS PARTNERS, INC. (f/k/a iPRINT TECHNOLOGIES, INC.), a
California corporation ("Seller"), and CHAD SOLTER, DARRELL TSO, and SCOTT
MUCKLEY (together, "Selling Shareholders").
RECITALS
The parties have entered into that certain Master Amendment Agreement, dated as
of March 30, 2010 (the "Agreement"), pursuant to which, among other things,
certain debt of Buyer was restructured.
Seller and Selling Shareholders are the holders of those certain standby letters
of credit through the Bank of Marin in the aggregate face amount of
approximately Three Hundred Sixty-five Thousand Dollars ($365,000)
(collectively, the "Bank of Marin SBLC").
Pursuant to Section 6(e) of the Agreement, Seller and Selling Shareholders have
agreed to extend the maturity date of the Bank of Marin SBLC to June 30, 2010.
Seller and Selling Shareholders have agreed to further extend the maturity date
of the Bank of Marin SBLC pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants
and conditions contained herein, the parties agree as follows:
AGREEMENT
1.
CREDIT EXTENSION.
SELLER AND SELLING SHAREHOLDERS HEREBY
AGREE TO EXTEND THE MATURITY DATE OF THE BANK OF MARIN SBLC TO DECEMBER 31, 2010
(THE "CREDIT EXTENSION").
2.
CONSIDERATION.
SUBJECT TO SECTION 3 BELOW, IN EXCHANGE FOR
THE CREDIT EXTENSION, ATS AGREES TO PAY SELLER THREE HUNDRED SIXTY-FIVE THOUSAND
DOLLARS ($365,000) UPON THE FIRST TO OCCUR OF THE FOLLOWING EVENTS:
(A)
ATS IS SOLD TO A THIRD-PARTY ON OR BEFORE THREE YEARS FROM
THE DATE OF THIS AMENDMENT; OR
(B)
BUYER IS SOLD TO A THIRD-PARTY ON OR BEFORE THREE YEARS FROM
THE DATE OF THIS AMENDMENT.
For purposes of this Amendment the term "sold" shall mean (i) the sale of all or
substantially all of the assets of ATS or Buyer (each a "Selling Entity"); or
(ii) the closing of the acquisition of a Selling Entity by another entity by
means of merger, consolidation, or other transaction or series of related
transactions, resulting in the exchange or issuance of securities
such that the stockholders or members (as the case may be) of such Selling
Entity prior to such transaction own, directly or indirectly, less than fifty
percent (50%) of the voting power of the surviving entity.
3.
TERMINATION.
IN THE EVENT THAT NEITHER SELLING ENTITY IS
SOLD ON OR BEFORE THREE YEARS FROM THE DATE OF THIS AMENDMENT, ATS SHALL HAVE NO
FURTHER OBLIGATION TO MAKE ANY PAYMENT TO SELLER PURSUANT TO SECTION 2 ABOVE.
4.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY AMENDED HEREBY,
THE AGREEMENT SHALL REMAIN UNCHANGED.
THE AGREEMENT, AS AMENDED HEREBY, SHALL
REMAIN IN FULL FORCE AND EFFECT.
FROM AND AFTER THE DATE OF THIS AMENDMENT,
REFERENCES TO THE AGREEMENT SHALL BE DEEMED TO REFER TO THE AGREEMENT AS AMENDED
HEREBY.
5.
HEADINGS.
THE