GLASGAL COMMUNICATIONS, INC.
00X Xxxxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
July 25, 1997
Direct Connect International, Inc.
000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Re: Glasgal Communications, Inc.,
(THE "Company")
Gentlemen:
Reference is hereby made to that certain Common Stock Purchase
Agreement dated as of January 7, 1994 by and among Glasgal Communications, Inc.,
a New Jersey corporation, Xxxxx Xxxxxxx and Direct Connect International, Inc.
("DCI"), as amended by Section 1.2 of that certain Stock Purchase Agreement
dated July 10, 1997, by and between the Company and DCI (the "1994 Agreement").
Pursuant to the 1994 Agreement, the Company has a right to
sell to the Purchaser up to 1,207,239 shares (the "Put Shares") of its Common
Stock at approximately $6.54 per share upon the receipt by the Purchaser of
Warrant Proceeds (as defined in the 1994 Agreement), subject to certain other
conditions set forth therein. In consideration for the agreement of DCI to
purchase additional shares of the Company's Common Stock pursuant to a Stock
Purchase Agreement to be entered into simultaneously herewith (the "Current
Agreement"), the parties hereby amend Section 3.2(b) of the 1994 Agreement to
increase DCI's conditional right to purchase shares of the Company's Common
Stock to 1,207,239 shares (the "Call Shares"), subject to certain other
conditions set forth therein.
In connection with the execution of the Current Agreement, DCI
hereby authorizes and directs the Company to release all reserved shares of
Common Stock issuable upon DCI's exercise of the Call Shares. DCI acknowledges
and agrees that the Company's obligation to issue the Call Shares shall be
immediately suspended until such time as the Company amends its charter to
increase its authorized Common Stock. The Company hereby covenants and agrees to
use its best efforts to cause its Stockholders to approve the amendment to
increase its authorized Common Stock at its next Annual Meeting of Stockholders.
If the foregoing correctly sets forth our agreement, please so
indicate by signing below in the space provided.
Very truly,
GLASGAL COMMUNICATIONS, INC.
By:/s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
AGREED TO AND ACCEPTED:
DIRECT CONNECT INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: XXXXXX XXXXXXX
Title: Chairman of the Board
-2-
