Exhibit 10.13
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CONSENT TO AMENDMENT
CONSENT TO AMENDMENT, dated as of April 16, 1999 and effective as of
January 1, 1999, acknowledged by XXXX.XXX, Inc., a Delaware corporation (the
"Company") and executed by the undersigned (the "Investors").
RECITALS
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WHEREAS, the Investors and JFAX Communications, Inc. are parties to a
Preferred Stock and Warrants Purchase Agreement (the "Agreement"), dated as of
July 2, 1998;
WHEREAS, the Investors own 4,000 shares of Series A Usable Redeemable
Preferred Stock (the "Preferred Stock") of the Company and 2,000,000 Warrants to
purchase 2,000,000 shares of common stock of the Company (the "Warrants"), both
of which were issued pursuant to the Agreement; and
WHEREAS, the Investors are holders of a majority in interest of the
Preferred Stock and a majority in interest of the Warrants.
NOW, THEREFORE, the Investors hereby consent to amend the Agreement,
and the Company acknowledges such amendment, as follows:
Section 1. Amendment. Pursuant to Section 11.B. of the Agreement,
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which permits the Agreement to be amended by the holders of a majority in
interest of the Preferred Stock and a majority in interest of the Warrants, the
Investors hereby consent to amend the Agreement by deleting Section 4.C. and
Section 4.D. from the Agreement.
ACKNOWLEDGED BY:
XXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
IN WITNESS WHEREOF, the Investors have caused this Consent to be
executed and delivered by their respective officers thereunto duly
authorized as of the effective date written above.
ORCHARD/JFAX INVESTORS, L.L.C.
00000 Xxxxxxxx Xxxx., 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
500 Shares of Stock:
Series A Preferred Stock:
By: /s/ Xxxxxxx X. Xxxxxxx 250,000 Warrants to purchase
-------------------------- 250,000 shares of Common Stock
Name: Xxxxxxx X. Xxxxxxx
Manager
DLJ CAPITAL CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
2,800 Shares of
Series A Preferred Stock:
By: /s/ Xxx Xxxxx 1,400,000 Warrants to purchase
------------------------- 1,400,000 shares of Common Stock
Name: Xxx Xxxxx
Title: Vice President
DLJ PRIVATE EQUITY EMPLOYEES FUND, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
By: DLJ LBO PLANS MANAGEMENT CORPORATION
Its General Partner
71 Shares of
Series A Preferred Stock:
By: /s/ Xxx Xxxxx 35,500 Warrants to purchase
------------------------- 35,500 shares of Common Stock
Name: Xxx Xxxxx
Title: Vice President
DLJ FUND INVESTMENT PARTNERS II, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
By: DLJ LBO PLANS MANAGEMENT CORPORATION
Its General Partner
629 Shares of
Series A Preferred Stock:
By: /s/ Xxx Xxxxx 314,500 Warrants to purchase
------------------------- 314,500 shares of Common Stock
Name: Xxx Xxxxx
Title: Vice President
