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Exhibit 10.9.3
December 29, 1999
Xxxxx Xxxxxxxx
Microsoft Corporation
One Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
EXERCISE OF WARRANT TO PURCHASE
ORDINARY SHARES OF COMMTOUCH SOFTWARE LTD.
Dear Xxxxx:
Pursuant to our discussions, this letter agreement (the "Letter Agreement") sets
forth the understanding of Commtouch Software Ltd. ("Commtouch") and Microsoft
Corporation ("Microsoft") with respect to the exercise by Microsoft of that
certain warrant previously issued to Microsoft to purchase ordinary shares of
Commtouch at the price and on the terms as more specifically set forth therein
(the "Warrant").
It is the understanding of the parties that:
1. Microsoft shall exercise its option to purchase all of the ordinary
shares represented by the Warrant on December 29, 1999.
2. Commtouch shall use best efforts to (i) as soon as is reasonably
practicable, but no later than January 5, 2000, update and amend its most recent
registration statement (the "Registration Statement") currently on file with the
Securities and Exchange Commission (the "SEC") to include therein the ordinary
shares purchased by Microsoft pursuant to the Warrant and (ii) cause the
Registration Statement to be declared effective by the SEC as soon as reasonably
practicable.
3. Commtouch hereby represents that, to its knowledge, there are no
facts or circumstances relating to its operations, accounting practices, or
otherwise that would cause any delay by the SEC in declaring the effectiveness
of its Registration Statement.
4. The provisions of this Letter Agreement shall be governed by the laws
of the State of Washington and the sole venue for any litigation or disputes
arising under this Letter Agreement shall be the courts situated in the City of
Seattle, Washington.
Please indicate your acceptance of and agreement with the foregoing by
countersigning this Letter Agreement as set forth below. We appreciate the
opportunity to do business with Microsoft and look forward to continuing our
relationship with you.
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Sincerely,
/s/ X. XXXXXX
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COMMTOUCH SOFTWARE LTD.
By: Xxxxxx Xxxxxx
Its: Chief Executive Officer
ACCEPTED AND AGREED ON BEHALF OF MICROSOFT:
By: /s/ XXXXX XXXXXXXX
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Title: Corporate Attorney
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Date: December 29, 1999
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