EXHIBIT 10.12
FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The parties to this First Amendment to Amended and Restated Registration
Rights Agreement, dated as of February 21, 1997, are UNIFI Communications, Inc.
(formerly Fax International, Inc.), a Delaware corporation (the "Company"), and
-------
the undersigned stockholders of the Company, each of whom is a party to the
Amended and Restated Registration Rights Agreement dated as of April 10, 1995
(the "Agreement").
---------
The undersigned desire to amend the Agreement in the manner set forth
herein. The parties accordingly agree as follows.
1. The Agreement is amended by deleting all references therein to Series
H Convertible Preferred Stock and replacing them with references to
Series I Convertible Preferred Stock.
2. Section 3(b) on page 1 of the Agreement is hereby amended to read in
its entirety as follows:
"(b) a Revolving Credit Agreement dated as of the date hereof."
3. The following definition of the new term "Series I Convertible
Preferred Stock" is hereby inserted immediately after the definition
of "SEC" in Section 1 of the Agreement and Section 1(m) is renumbered
as Section 1(n): (m) "Series I Convertible Preferred Stock" means the
Series I Convertible Preferred Stock, $1.00 par value per share, of
the Company.
4. Section 1(e) of the Agreement is amended by deleting the word "and"
immediately preceding clause (D) thereof and by adding the following
as new clause (E) immediately after said clause (D) and before the
proviso:
"(E) shares of Common Stock issuable upon exercise of the Warrant
(as defined in that certain Restructuring Agreement dated October
31, 1996, as amended, among the Company and the stockholders of
the Company named therein)."
5. Section 2(a)(ii)(E) is hereby amended to read in its entirety as
follows:
"Prior to December 31, 1998 if the Registrable Securities
requested to be registered have an expected public offering price
of less than Seven Dollars and Fifty Cents ($7.50) per share of
Common Stock;"
6. Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, this First Amendment to Amended and Restated
Registration Rights Agreement has been executed by the parties hereto as of the
date first set forth above.
UNIFI COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ANTAEUS ENTERPRISES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Title
420 ASSOCIATES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Title
1950 ASSOCIATES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Title
SINGTEL GLOBAL SERVICES
PTE. LTD.
By: /s/ Lim Eng
--------------------------------------------
Title