EXHIBIT 10.9.1
June 30, 1998
Xxxx X. Xxxxxx Orchard/JFAX Investors, L.L.C.
Xxxx Xxxxxx 00000 Xxxxxxxx Xxxx, Xxxxx 000
Boardrush LLC Xxxxx 000
000 Xxxxxxxxx Xxxxxx, # 000 Los Angeles, California 90024
Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx
00000 Xxxxxxxx Xxxx. 00000 Xxxxxxxx Xxxx.
Xxxxx 000 Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Registration Rights Agreement, dated as of March 17, 1997 (the
"Boardrush Agreement"), among JFAX Communications, Inc. ("JFAX"),
Boardrush LLC, Xxxx Xxxxxx, Xxxx X. Xxxxxx, Xxxxx Xxxxxxxxxx, and
Xxxxxxx Xxxxxx
Dear Sirs:
Reference is hereby made to the Boardrush 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 Boardrush Agreement and a certain
Registration Rights Agreement, dated as of June 30, 1998 (the "Investors
Agreement"), among 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 any Holder or Holders requests to be included pursuant
to Section 2(b) of the Boardrush 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 Common Stock held
by any Holder) 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 any Holder or Holders
requests to be included pursuant to Sections 2(a) or 2(b) of the
Boardrush 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
Common Stock held by any Holder) 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 Boardrush Agreement, the provisions of this letter shall govern and this
letter shall operate as an amendment to the Boardrush Agreement. Except as
otherwise expressly modified herein, the Boardrush Agreement shall continue in
full force and effect.
Very truly yours,
JFAX COMMUNICATIONS, INC.
By:
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Xxxxxxx X. Xxxxxxx
President
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ACCEPTED AND AGREED:
ORCHARD/JFAX INVESTORS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Manager Dated: June 30, 1998
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BOARDRUSH L.L.C.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Manager Dated: June 30, 1998
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/s/ Xxxx Xxxxxx
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XXXX XXXXXX Dated: June 30, 1998
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/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX Dated: June 30, 1998
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/s/ X. Xxxxxx
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XXXXXXX XXXXXX Dated: June 30, 1998
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/s/ Xxxxx Xxxxxxxxxx
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XXXXX XXXXXXXXXX Dated: June 30, 1998
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