EXHIBIT 10.15
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
The parties to this First Amendment to Stockholders Agreement, dated as of
February 21, 1997, are UNIFI Communications, Inc. ("Fax International, Inc."), a
Delaware corporation (the "Company"), SingTel Global Services Pte. Ltd., a
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wholly-owned subsidiary of Singapore Telecommunications Limited, a Singapore
corporation with its registered office at 00 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx
000000, Xxxxxxx X. Xxxxxxx, of Cambridge, Massachusetts, and each of the
undersigned other Stockholders.
The parties are parties to a Stockholders Agreement (the "Agreement") dated
as of April 10, 1995, and desire to amend the Agreement in the manner set forth
herein. The parties accordingly agree as follows.
1. The definitions of the terms "Call Fixed Price Per Share", "Call
Adjusted Fixed Price Per Share", "Ex-Employee Adjustment Fraction", "Five Year
Closing", "Five Year Price Per Share", "Five Year Adjusted Price Per Share",
"Fixed Price Closing, "General Instrument of Adherence", "Holder", "ST Global
Non-Purchase", "Start Date", and "Third Party Agreement", are hereby deleted in
their entirety.
2. The definition of the term "Amended and Restated Registration Rights
Agreement" is hereby amended to read in its entirety as follows:
The Amended and Restated Registration Rights Agreement dated as of the
date hereof between the Company and certain stockholders of the
Company, as amended (or amended and restated) and in effect from time
to time.
3. Section 2(c)(v) of the Agreement is amended by deleting the word
"Stockholders" appearing in the first line thereof and replacing it with
"stockholders".
4. Section 2(f) of the Agreement is amended by deleting the word
"Stockholders" appearing in the seventh line thereof and replacing it with
"stockholders".
5. Section 4(a) of the Agreement is amended as follows:
(a) in paragraph (i) thereof, by deleting the words "pursuant to
transactions contemplated by Sections 4(b), 4(c) or 5, or";
by replacing paragraph (iii) in its entirety with the following:
"(iii) Notwithstanding anything contained herein to the
contrary, subject to its and their compliance with applicable
securities and other laws, ST Global and its Related Persons may
at any time freely Transfer all or part of the Common Stock,
Convertible Preferred Stock, warrants and other securities of the
Company held by ST Global and its Related Persons to any person
without restriction."
6. Sections 4(b) and 4(c) of the Agreement are hereby deleted in their
entirety.
7. Section 5 of the Agreement, other than the last sentence thereof, is
hereby deleted in its entirety.
8. The following is added to the Agreement as new Section 5A:
"5A. Approved Public Offerings. In the event that a majority of the
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Board shall at any time approve preparations for or commencement
of an Initial Primary Public Offering pursuant to a registration
statement filed or to be filed under the Securities Act of 1933,
as amended, each Stockholder agrees that in each such event, (i)
he, she or it shall use his, hers or its best efforts to
cooperate with the Company and with the underwriter(s), if any,
in such approved public offering and to provide all reasonable
assistance requested by the Company or such underwriter(s) in
connection with successfully consummating such approved public
offering, and (ii) for a period of ninety (90) days (or such
longer period, not to exceed one (1) year, required by the
Company or such underwriter(s)) following the effective date of
such approved public offering, not to sell or otherwise transfer
or dispose of (other than to donees who agree to be similarly
bound) any shares of Common Stock held beneficially or of record
by him, her or it (including without limitation shares of Common
Stock issuable upon conversion or exercise of securities
convertible into or exercisable for Common Stock) at any time
during such period except shares of Common Stock included in such
registration statement."
9. The first sentence of Section 6 of the Agreement is hereby deleted in
its entirety.
10. Section 8 of the Agreement is hereby amended to read in its entirety
as follows:
8. Termination. Except as otherwise specifically set forth
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herein, this Agreement shall terminate upon the earliest to occur of
any of the following events:
(a) [intentionally omitted]
(b) [Intentionally omitted]
(c) [Intentionally omitted]
(d) [Intentionally omitted)
(e) the consummation of a primary public offering of Common
Stock by the Company at any time if such public offering is approved
by majority vote of the Board, has an aggregate price to the public
for shares sold in such offering of at least US$20 million, such
shares are listed on the New York Stock Exchange, the American Stock
Exchange or on the NASDAQ system and such offering is effected other
than pursuant to the exercise of demand registration rights under the
Amended and Restated Registration Rights Agreement or the registration
rights agreement between the Company and the purchasers of the
Company's warrants for the purchase of 4,816,818 Common Stock
("Warrants") issued in connection with the Company's offering and sale
of 175,000 Units consisting of $175,000,000 14% Senior Notes due 2004
and the Warrants (an "Initial Primary Public Offering");
(f) at ST Global's option (exercised by written notice to
the Company), at any time that the Stockholders other than ST Global
(and its Related
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Persons) own in the aggregate less than one million (1,000,000) shares
of Common Stock; or
(g) the bankruptcy, receivership, liquidation, or
dissolution of the Company.
11. Section 9(i) of the Agreement is amended by adding the words "(other
than ST Global and its Related Persons)" after the word "Stockholder" in the
second line thereof.
12. Exhibits A1, B and C to the Agreement are deleted.
13. Except as specifically set forth herein, the Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, this First Amendment to Stockholders Agreement has been
executed by the parties hereto as of the date first set forth above.
Company
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UNIFY COMMUNICATIONS, INC. SINGTEL GLOBAL SERVICES PTE. LTD.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Lim Eng
Name: Xxxxxxx X. Xxxxxxx Name: Lim Eng
Title: President Title: Assistant Vice President
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx
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