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Exhibit 10.22
GLOBAL MARKETS ACCESS LTD.
February 26, 1999
High Ridge Capital Partners Limited Partnership
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Re: Securities Purchase Agreement
Gentlemen:
Reference is made to the Securities Purchase Agreement dated
as of February 26, 1999 (the "Agreement"), between High Ridge Capital Partners
Limited Partnership (the "Investor") and Global Markets Access Ltd. (the
"Company"). All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
In connection with the Agreement, the Investor and the Company
hereby agree and acknowledge that, for so long as the Investor together with its
Affiliates beneficially own at least 500,000 Common Shares of the Company
(including for this purpose shares issuable pursuant to the Class B Warrants
held by the Investor and as adjusted for stock splits, reverse stock splits,
stock dividends and similar events), the Investor shall have the right to
designate one individual for election to the board of directors of the Company.
However, if the Investor at any time owns less than the minimum number of shares
referred to in the preceding sentence, it shall cause such individual to resign
from the board of directors. Upon timely receipt by the Company of the
Investor's written exercise of such right, the Company shall, if received on the
date hereof, cause such individual to be elected as a director of the Company,
and if received thereafter, shall cause such individual to be nominated for
election as a director of the Company at the next annual general meeting of the
Company (provided no person previously selected by the Investor is a member of a
class of directors of the Company not standing for election at such meeting). We
advise you that pursuant to the foregoing the Company has today elected Xxxxx
Xxxx to its board of directors, to serve as a Class 2 director. The fees and
other compensation paid to such director in consideration of his or her services
as such shall not be less that that paid to other non-employee directors serving
in similar positions. In consideration of such right, and for so long as any
person selected by the Investor is a director (and during any period after such
person's designation by the Investor but before his or her election), neither
the Investor nor any of its Affiliates shall vote or permit any of the shares of
the Company beneficially owned by it to be voted for any other nominee for
election as a director of the Company.
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High Ridge Capital Partners Limited Partnership
February 26, 1999
Page 2
The Company shall, subject to applicable law, use its best
efforts to cause all proxies solicited by management to be voted in favor of
such nominee (subject to any contrary instructions by the shareholder delivering
such proxy).
The Investor may assign its rights hereunder to any transferee
of the required minimum number of shares referred to above or agree to exercise
such right at the direction of any other person, provided that it has received
the prior written consent of the Company, such written consent not to be
unreasonably withheld. The Investor further agrees that it shall be reasonable
for the Company to withhold such prior written consent in situations including,
but not limited to, those in which the Investor agrees to assign their right or
to act at the direction of any person or entity directly or indirectly engaged
in the financial guaranty insurance or reinsurance business, or situations in
which the Investor agrees to assign its right or to act at the direction of any
person or entity where such assignment or act would result in any person owning,
directly or indirectly, or being considered to own, 10% or more of the total
combined voting power of all classes of stock of the Company under the
"controlled foreign corporation" rules of the United States Internal Revenue
Code. As a condition of any such assignment or agreement to act at the direction
of any other person, such assignee or other person shall execute an agreement
indicating its intention to be bound by the terms of this letter.
Very truly yours,
GLOBAL MARKETS ACCESS LTD.
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Acknowledged by:
HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP
By: HRC General Partner Limited Partnership, its general partner
By: High Ridge Capital, LLC, its general partner
By:/s/ Xxxxxx X. Xxxxx
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Name:Xxxxxx X. Xxxxx
Title:Principal
