EXHIBIT 10.6B
ADDENDUM TO STOCK PLEDGE AGREEMENT
INFOCROSSING, INC., a Delaware corporation ("PLEDGOR"), being a Pledgor
pursuant to that certain Stock Pledge Agreement dated as of July 29, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the
"PLEDGE AGREEMENT") in favor of CapitalSource Finance LLC, as Agent ("SECURED
PARTY"), by executing this Addendum, hereby acknowledges that Pledgor legally
and beneficially owns all of the issued and outstanding shares of capital stock
of INFOCROSSING HEALTHCARE SERVICES, INC., a Delaware corporation formerly known
as Verizon Information Technologies Inc. (the "CORPORATION"). Pledgor hereby
agrees and acknowledges that stock of the Corporation shall be deemed "Pledged
Shares" pursuant to the Pledge Agreement and such Pledged Shares shall be deemed
Pledged Collateral pursuant to the Pledge Agreement. Pledgor hereby represents
and warrants to Secured Party that (i) all of the capital stock of Corporation
now owned by Pledgor is presently represented by the stock certificates listed
below, which stock certificates, with irrevocable proxies coupled with interest
and undated stock powers duly executed in blank by Pledgor, are being delivered
to Secured Party, simultaneously herewith, and (ii) after giving effect to this
Addendum, the representations and warranties set forth in Section 3 of the
Pledge Agreement are true, complete and correct as of the date hereof.
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings given to such terms in the Pledge Agreement.
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PLEDGOR PLEDGED SUBSIDIARY CLASS OR OTHER CERTIFICATE NUMBER NUMBER OF PLEDGED PERCENTAGE OF
DESCRIPTION OF (IF APPLICABLE) SECURITIES TOTAL OUTSTANDING
PLEDGED SECURITIES SECURITIES PLEDGED
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Infocrossing, Inc. Infocrossing
Healthcare Common 2 150 100%
Services, Inc.
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Addendum to Stock
Pledge Agreement
IN WITNESS WHEREOF, the undersigned has caused this Addendum to Stock
Pledge Agreement to be executed as of October 1, 2004.
INFOCROSSING, INC., a Delaware corporation
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
Acknowledgment of
Addendum to Stock
Pledge Agreement
ACKNOWLEDGMENT
The undersigned hereby (a) acknowledges receipt of a copy of the Stock
Pledge Agreement dated as of July 29, 2004 (as amended, restated, supplemented
or otherwise modified from time to time, the "PLEDGE AGREEMENT"), (b) waives any
rights or requirement at any time hereafter to receive a copy of such Pledge
Agreement in connection with the exercise of voting rights by Secured Party, and
(c) agrees promptly to note on its books and records the transfer of the
security interests in the equity interests of the undersigned as provided in
such Pledge Agreement, including the following legend:
PURSUANT TO THAT CERTAIN PLEDGE AGREEMENT, DATED AS OF JULY 29, 2004
(AS FROM TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED AND IN EFFECT FROM TIME TO TIME, THE "PLEDGE AGREEMENT"),
INFOCROSSING, INC., A DELAWARE CORPORATION, HAS, UNDER THE
CIRCUMSTANCES SPECIFIED IN SUCH PLEDGE AGREEMENT, EMPOWERED
CAPITALSOURCE FINANCE LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS
AGENT FOR CERTAIN LENDERS, TO VOTE THE EQUITY INTERESTS REPRESENTED BY
THIS CERTIFICATE PURSUANT TO SUCH PLEDGE AGREEMENT.
Dated: October 1, 2004
INFOCROSSING HEALTHCARE SERVICES,
INC., a Delaware corporation formerly known as
Verizon Information Technologies Inc.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
