EXHIBIT 99.4
AGREEMENT
This Agreement (the "Agreement") is entered into as of this 31st day of
January, 2000, by and among DITECH COMMUNICATIONS CORPORATION, a Delaware
corporation (the "Company"), and XXXXXXX XXXXX ("Xxxxx"). Capitalized but
undefined terms used herein shall have the meanings ascribed to them in the
Purchase Agreement (as defined below).
WHEREAS, the parties entered into that certain Asset Purchase Agreement
dated December 8, 1999 (the "Purchase Agreement");
WHEREAS, the parties wish for the Closing to take place on February 1,
2000.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged by the parties hereto, the parties hereby agree as follows:
1. CLOSING DATE. The parties hereby mutually agree that the Closing
shall take place on February 1, 2000.
2. AMENDMENTS. In light of the new Closing Date and pursuant to
Section 11.12 of the Purchase Agreement:
a. Section 8.1(d) of the Purchase Agreement is hereby amended in
its entirety:
(d) MAY BE TERMINATED BY PURCHASER IF THE CLOSING HAS NOT
TAKEN PLACE ON OR BEFORE FEBRUARY 1, 2000 (OTHER THAN AS A RESULT OF
ANY FAILURE ON THE PART OF THE PURCHASER TO COMPLY WITH OR PERFORM ANY
COVENANT OR OBLIGATION OF PURCHASER SET FORTH IN THIS AGREEMENT OR IN
ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED TO HARDY);
b. Section 8.1(e) of the Purchase Agreement is hereby amended in
its entirety:
(e) MAY BE TERMINATED BY HARDY IF THE CLOSING HAS NOT TAKEN
PLACE ON OR BEFORE FEBRUARY 1, 2000 (OTHER THAN AS A RESULT OF THE
FAILURE ON THE PART HARDY TO COMPLY WITH OR PERFORM ANY COVENANT OR
OBLIGATION OF HARDY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER
AGREEMENT OR INSTRUMENT DELIVERED TO PURCHASER);
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
DITECH COMMUNICATION CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Chief Financial Officer
/s/ XXXXXXX XXXXX
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XXXXXXX XXXXX, an individual
