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EXHIBIT 10.44
THIS AMENDMENT dated as of the 12th day of February, 1998 to the Asset
Purchase Agreement made as of September 10, 1996 as amended (the "Purchase
Agreement") by and among DELRINA CORPORATION, DELRINA (CANADA) CORPORATION
(collectively, "Delrina") and JETFORM CORPORATION ("JetForm").
WHEREAS JetForm and Delrina wish to amend certain provisions of the
Purchase Agreement as set forth below;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained in this Amending Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged) the parties
hereto agree as follows:
ARTICLE 1 - INTERPRETATION
1.01 Interpretation. Unless otherwise specified, all capitalized terms used in
this Amending Agreement and not otherwise defined in this Amending Agreement
shall have the meanings given to them in the Purchase Agreement. Where
reference is made in this Amending Agreement to a article, section, paragraph
or clause number, it shall refer to such article, section, paragraph or clause
in the Purchase Agreement. Except as amended hereby, the parties confirm that
the Purchase Agreement remains in full force and effect in accordance with the
terms thereof and the terms not hereby amended shall apply to this Amending
Agreement as though stated herein.
ARTICLE 2 - AMENDMENTS TO PURCHASE AGREEMENT
2.01 Amount of Purchase Price. The reference to $100,000,000.00 contained in
the second line of Section 2.2 is hereby changed to $92,504,000.00.
2.02 Issuance of Purchaser's Common Shares. Clause 2.4(1)(a) is hereby deleted
and the following shall be substituted in lieu thereof:
"(a) with respect to the payments payable by Purchaser under this Agreement
up to and including the payment due on December 27, 1998, the total
market value of the Purchaser's Common Shares held by the Vendor
immediately following such issuance shall be the lesser of $21 million
and 9.9% of the Purchaser's outstanding shares on such date; and with
respect to the payments payable by Purchaser under this Agreement
thereafter, the total market value of the Purchaser's Common Shares
held by the Vendor immediately following such issuance shall be less
than $14.0 million. The Purchaser agrees not to issue any of its
Common Shares to the Vendor if such issuance would cause the total
market value of Purchaser's Common Shares immediately following such
issuances to exceed such applicable maximum market value stated above.
Vendor shall advise Purchaser of any acquisition or disposition of
Common Shares by Vendor. With respect to the payments due on and from
March 27,
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1998 to June 27, 1999, inclusive, the Purchaser further agrees to
pay not less than amount specified in Schedule 2.3 opposite such
payment date under the heading "Minimum Cash Payment" by certified
cheque, bank draft, wire transfer or in other immediately available
U.S. funds; and"
2.03 Notices. The reference to Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in clause 8.4(1)(ii)
is hereby changed to:
"▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Xerox Tower
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
2.04 Schedule 2.3. Schedule 2.3 is deleted and replaced with the schedule
set out as Exhibit "A" attached hereto.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.
DELRINA CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Authorized Officer
DELRINA (CANADA) CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Authorized Officer
JETFORM CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Authorized Officer
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EXHIBIT "A" TO AMENDING AGREEMENT
SCHEDULE 2.3
Payment of Purchase Price
DATE AMOUNT MINIMUM CASH PAYMENT
---- ------ --------------------
(in millions of U.S. $) (in millions of U.S. $)
September 27, 1996 7.2
December 27, 1996 5.5
March 27, 1997 5.5
June 27, 1997 6.713
September 27, 1997 4.738
December 27, 1997 4.936
March 27, 1998 7.837 1.302
June 27, 1998 7.833 1.2015
September 27, 1998 8.567 1.4205
December 27, 1998 8.537 1.307
March 27, 1999 7.972 0.876
June 27, 1999 6.912 0.198
September 27, 1999 5.058
December 27, 1999 3.207
March 27, 2000 1.604
June 27, 2000 0.390
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$92.504
