Stock Option Agreement [Amendment No. 1] - ZixIt Corp. and David P. Cook
AMENDMENT NO. 1
TO AMTC CORPORATION STOCK OPTION AGREEMENT
This Agreement is entered into as of February 18, 2000, between David
P. Cook ("Cook") and ZixIt Corporation, a Texas corporation ("ZixIt"). Reference
is made to that certain AMTC Corporation Stock Option Agreement, effective as of
April 29, 1998, between Cook and ZixIt (the "Cook Option").
1. Amendments. The Cook Option is amended as follows:
o Delete 4,254,627 from Section 1 and substitute in its place
4,000,000.
o Delete 531,831 from Section 2 and substitute in its place
277,204.
o Delete clause (d) and renumber existing clause (e) as clause
(d) in Section 3. Delete the second paragraph of Section 3.
o Amend the first sentence of Annex A of the Cook Option to read
as follows: "At any time prior to the seventh anniversary of
the date hereof, the Optionee shall be entitled to make up to
four demands (but not more than one per calendar year) to the
Company to effect the registration under the Securities Act of
1933, as amended (the "Securities Act"), of all or part of the
Shares (provided that the Shares proposed to be sold by the
Optionee represent, in the aggregate, more than 15% of the
total number of Shares)."
2. No Other Changes. Other than as provided herein, the Cook Option shall
remain in full force and effect.
Executed on the dates set forth below, to be effective as of the date
first set forth above.
ZIXIT CORPORATION
By: /s/ Steve M. York
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Steve M. York,
Senior Vice President
Date: 2/18/00
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/s/ David P. Cook
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David P. Cook
Date: 2/18/00
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/s/ Cheryl G. Cook
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Cheryl G. Cook
Date: 2/18/00
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