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EXHIBIT 10.15.1
AMENDMENT NO. 1 TO THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Series B Preferred Stock
Purchase Agreement dated as of December 9, 1999, by and among Avistar
Communications Corporation, a Delaware corporation (the "Company"), and several
Purchasers (the "Agreement") is made and entered into as of July __, 2000
pursuant to Section 8.4 of the Agreement. Capitalized terms used in this
Amendment that are not otherwise defined herein shall have the respective
meanings assigned to them in the Agreement.
RECITALS
WHEREAS, Section 8.4 of the Agreement permits amendment of the Agreement
upon written consent of the Company and Purchasers holding at least a majority
of the Series B Preferred Shares (or shares of Common Stock issued upon
conversion of the Series B Preferred Shares);
WHEREAS, the Company agreed to certain affirmative covenants pursuant to
Section 7 of the Agreement, which covenants should properly terminate upon the
effectiveness of a firm commitment underwritten initial public offering of the
Company (the "IPO"); and
WHEREAS, the Company wishes to terminate such covenants upon the
effectiveness of the IPO.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Sections 7.2, 7.3 and 7.4 of the Agreement shall terminate upon the
effectiveness of the IPO.
2. Except as expressly set forth in this Amendment, the Agreement shall
continue in full force and effect in accordance with its terms.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of California, without
reference to the conflict of laws provisions thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO
THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT to be executed as of the date
first above written.
"COMPANY" AVISTAR SYSTEMS CORPORATION
A DELAWARE CORPORATION
By:
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Name:
Title:
"PURCHASERS"
UBS (USA) Inc.
By:
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Name:
Title:
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