EXHIBIT 10.31
THIRD AMENDMENT TO
SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
The parties to this Third Amendment to Series G Convertible Preferred Stock
Purchase Agreement, dated as of March 14, 1998, are UNIFI Communications, Inc.,
a Delaware corporation (the "Company"), SingTel Global Services Pte. Ltd. ("ST
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Global") a wholly-owned subsidiary of Singapore Telecommunications Limited, a
Singapore corporation with its registered office at 00 Xxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx 000000, and Xxxxxxx X. Xxxxxxx of Cambridge, Massachusetts.
RECITALS
A. The Company and ST Global are parties to a Series G Convertible
Preferred Stock Purchase Agreement dated as of April 10, 1995, as amended (the
"Agreement).
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B. On and as of the date hereof, ST Global has sold, and Xxxxxxx X.
Xxxxxxx has purchased, all of the issued and outstanding Series G Convertible
Preferred Stock of the Company held by ST Global.
C. The parties desire that upon and as of the closing of such sale and
purchase of Series G Convertible Preferred Stock, the Agreement shall terminate
and be of no further force or effect.
The parties accordingly agree as follows:
1. Upon and as of the closing of the sale by ST Global to Xxxxxxx X.
Xxxxxxx, and the purchase from ST Global by Xxxxxxx X. Xxxxxxx, of the 8,570,000
shares of Series G Convertible Preferred Stock of the Company originally
purchased by ST Global from the Company under the Agreement, the Agreement shall
terminate and be of no further force or effect.
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IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Series G Convertible Preferred Stock Purchase Agreement as of the date first
above written.
UNIFI COMMUNICATIONS, INC. SINGTEL GLOBAL SERVICES PTE LTD
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Chua Sock Koong
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Xxxxxxx X. Xxxxxxx
President Title: Director
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
