EXHIBIT 10.11
June 30,1998
Xxxxxxx X. Xxxxxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Stock Option Agreement, dated as of January 24, 1997 (the "Option
Agreement"), between JFAX Communications, Inc. ("JFAX") and Xxxxxxx
X. Xxxxxxxx
Dear Mickey:
Reference is hereby made to the Option Agreement for the definition of
certain capitalized terms used but not defined herein. This letter will serve to
clarify the following in connection with the Option Agreement and a certain
Registration Rights Agreement, dated as of June 30, 1998 (the "Investors
Agreement"), among JFAX and certain investors ("Investors") named therein:
1. If, in the event of a registration by JFAX demanded by one or more
Investors pursuant to Section 2.1 of the Investors Agreement (with
respect to which Optionee requests to be included pursuant to Section 9
of the Option Agreement), the managing underwriter shall advise JFAX
that, in its opinion, the number of securities requested to be included
in such registration exceeds the number which can be sold in such
offering within a price range acceptable to the requesting Investors,
the number of securities that are otherwise entitled to be included in
the registration shall be allocated in the following manner: (i) all
securities other than the securities of the requesting Investors
(including the Option Shares held by the Optionee) shall be reduced on a
pro rata basis (based on the number of securities requested to be
included in such registration) and (ii) if, after the exclusion of all
such securities (if necessary), further reductions are still required,
securities of the requesting Investors shall be reduced on a pro rata
basis (based on the number of securities requested to be included in
such registration).
2. If, in the event of a registration by JFAX pursuant to Section 2.3 of
the Investors Agreement (with respect to which the Optionee requests to
be included pursuant to Section 9 of the Option Agreement), the managing
underwriter shall advise JFAX that marketing considerations require a
limitation on the number of securities that can be included in such
registration, then JFAX may include in such registration all securities
proposed to be sold by JFAX for its own account or by any applicable
person exercising demand registration rights, or the maximum amount that
the underwriter considers saleable, and such limitation on any remaining
securities that may, in the opinion of the underwriter, be sold will be
imposed on all securities (including securities held by any Investor and
the Option Shares held by Optionee) on a pro rata basis (based on the
number of securities requested to be included in such registration).
To the extent the provisions of this letter are contrary to the provisions
of the Option Agreement, the provisions of this letter shall govern and this
letter shall operate as an amendment to the Option Agreement. Except as
otherwise expressly modified herein, the Option Agreement shall continue in full
force and effect.
This letter will further clarify that solely in connection with the
investment being made by the Investors in JFAX on the date hereof (on
substantially the same terms described on Exhibit A attached hereto), you have
waived your rights to purchase additional shares of JFAX's common stock, at the
price per share being paid by such Investors, pursuant to the rights granted to
in Section 5 (Anti-Dilution) of the letter agreement, dated January 24, 1997,
between you and JFAX.
Very truly yours,
JFAX COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
______________________
Xxxxxxx X. Xxxxxxx
President
ACCEPTED AND AGREED:
/s/ Xxxxxxx X. Xxxxxxxx
__________________________
XXXXXXX X. XXXXXXXX Dated: June 30, 1998
(Attachment)
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