August 17, 1999
Xxxxxxxxx International Telecommunications, Inc.
Attention: Xxxxx Xxxxxxxxx
Gentlemen:
Reference is hereby made to that certain proposed Agreement and Plan of
Merger, of even date herewith (the "Agreement"), between World Access, Inc.
("WAXS"), FaciliCom International, Inc. ("FCI") and Xxxxxxxxx International
Telecommunications, Inc. ("AIT"), Epic Interests, Inc. and BFV Associates,
Inc. (the "Shareholders"). Terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
In order to induce FCI and the Shareholders to enter into, and in
consideration of their entering into the Agreement, and subject to the
Closing of the transactions contemplated by the Agreement, I hereby agree as
follows: as long as AIT or any of its affiliates remains a shareholder of the
Surviving Corporation, except as provided below, I will not, without the
written constant of AIT, sell or transfer, directly or indirectly, any shares
of WAXS Common Stock held by me (including my personal interest in the shares
listed on Schedule A to the Voting Agreement and any shares received upon
exercise of any WAXS Stock Options or other options). Notwithstanding the
foregoing, such restrictions shall not apply to any such sale or transfer by
me of any part of my shares of WAXS Common Stock (i) to (A) my spouse, (B)
any of my lineal descendants, (C) a partnership or trust set up for the
benefit of one or more of such persons, or (D) any entity controlled by me;
provided, however, that any proposed such sale or transfer by any of such
transferees shall be deemed to be a sale or transfer by me for purposes of
this letter agreement; or (ii) pursuant to a transaction intended to be a
charitable contribution. The provisions of this letter agreement shall
terminate upon (w) my death or disability, (x) any decision to remove, or to
not reelect, me as the Chief Executive Officer of the Surviving Corporation
in which at least fifty percent (50%) of the directors elected by the holders
of the WAXS Preferred Stock (or, upon conversion into or other acquisition of
WAXS Common Stock, by fifty percent (50%) of the directors nominated,
designated or elected by the Shareholders (or their affiliates)) vote in
favor of such removal or fail to vote in favor of such reelection, (y) the
fifth (5th) anniversary of the Closing in the event I am no longer Chief
Executive Officer of the Surviving Corporation for any reason, and (z) upon a
Change of Control of WAXS. For purposes hereof, the term "Change of Control"
means such time as (1) a "person" or "group" (within the meaning of Section
13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act) of more than 50% of the
total voting power of the than outstanding voting stock of WAXS on a fully
diluted basis; (2) individuals who at the beginning of any period of two
consecutive calendar years constituted the Board of Directors (together with
any directors who are members of the Board of Directors on the date hereof
and any new directors whose election by the Board of Directors or whose
nomination for election by WAXS's stockholders was approved by a vote of at
least two-thirds of the members of the Board of Directors then still in
office who either were members of the Board of Directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the members of
such Board of Directors then in of lice; (3) the sale, lease, transfer,
conveyance or other disposition (other than by way of merger or
consolidation), in one transaction or a series of related transactions, of
all or substantially all of the assets of WAXS and its Subsidiaries taken as
a whole to any such "persons" or "group"; (4) the merger or consolidation of
WAXS, with or into another corporation or the merger of another corporation
with or into WAXS or a subsidiary of WAXS in one or a series of related
transactions with the effect that immediately after such transaction the
individuals and entities who were the beneficial owners of the outstanding
capital stock of WAXS immediately prior to the consummation of such
transaction beneficially own, directly or indirectly, less than 50% of the
outstanding shares of capital stock and voting power of the surviving
corporation; or (5) the adoption of a plan relating to the liquidation or
dissolution of WAXS. The term "disability" shall mean that, due to physical
or mental infirmity, whether total or partial, I am permanently unable to
perform my usual duties for the Surviving Corporation.
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Please indicate your consent to the foregoing by signing in the space
provided below.
Sincerely,
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Accepted, agreed to and executed this
17th day of August, 1999
XXXXXXXXX INTERNATIONAL TELECOMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
Executive Vice President and
Treasurer
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