STOCKHOLDER LOCK-UP LETTER AGREEMENT
January 31, 1998
Global Telecommunication Solutions, Inc.
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Gentlemen:
The undersigned shareholder of Networks Around The World, Inc.
("Networks"), in consideration of the merger (the "Merger") of Networks with and
into Networks Acquisition Corp. ("Merger Subsidiary"), a wholly owned subsidiary
of Global Telecommunication Solutions, Inc. ("GTS") pursuant to the terms of the
Merger And Reorganization Agreement by and among the undersigned, Networks,
Merger Subsidiary and GTS ("Merger Agreement"), hereby agrees that (i) he shall
not sell any shares of GTS Common Stock acquired by him in or as a result of the
Merger in exchange for his shares of Networks ("collectively, the "GTS Shares")
until the twelve month anniversary of the Closing Date as defined in the Merger
Agreement and (ii) sell only 25% of the GTS Shares during any calendar quarter
during the one year period thereafter. In the event GTS proposes to sell common
stock in connection with an underwritten offering, the undersigned shall have
the right to participate in such offering to the extent and in pari pasu with
other GTS directors and executive officers for as long as this Stockholder
Lock-up Agreement remains in effect.
Notwithstanding the foregoing, the undersigned may transfer his GTS Shares
to a member of his immediate family (or trusts established for their benefit) if
and only if the transferee signs a lock-up agreement identical to this
agreement.
Any terms capitalized in this letter agreement but not defined herein shall
have the meaning ascribed in the Merger Agreement. The undersigned understands
that a legend will be placed on the reverse side of each stock certificate
representing the GTS Shares which states that the sale or transfer of the GTS
Shares is subject to certain restrictions pursuant to this agreement.
Very truly yours,
By:
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Xxxxx Xxxxxxx
Address:
000 Xx. Xxxxx Xxxxxx
Xxxxxxxxxxxxx, Xxx Xxxxxx 00000
