Exhibit 10.4
LOCK-UP AGREEMENT
December 29, 2003
The Titan Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
GlobalNet Corporation
0000 Xxxxxxxxxx Xxxxx Xxxxx #000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxx
In order to induce The Titan Corporation ("Titan") to enter into the
Settlement Agreement dated December 29, 2003 (the "Settlement Agreement") by and
among GlobalNet Corporation, formerly iDial Networks, Inc.,(the "Company"),
GlobalNet Systems, Inc., Titan and Growth Enterprise Fund, S.A. ("GEF") and to
accept the Amended and Restated Convertible Note dated December 29, 2003 (the
"Note") that amends, restates and replaces the Promissory Note issued by the
Company to The Titan Corporation dated August 21, 2003, GEF hereby agrees to the
lock-up as set forth below.
GEF hereby agrees not to offer to sell, contract to sell or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any shares of common stock, par value $0.005 per share of the
Company (the "Common Stock"), any options or warrants to purchase any shares of
Common Stock or any securities convertible into or exchangeable for shares of
Common Stock (collectively, "Securities"), now owned or hereafter acquired
directly by GEF or with respect to which GEF has or hereafter acquires the power
of disposition, for the period commencing on the Effective Date (as such term is
defined in the Note) through the earlier of (i) March 31, 2004 and (ii) the date
that the Note is satisfied in full (the "Lock-Up Period") except with the prior
written consent of Titan.
The foregoing restriction is expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of Securities
during the Lock-Up Period even if such Securities would be disposed of by
someone other than GEF. Such prohibited hedging or other transactions would
include without limitation any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including without limitation any put
or call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Securities.
Certificates evidencing the Securities may contain the following legend:
The securities evidenced by this certificate are subject to a Lock-Up
Agreement dated December 29, 2003 by and among Growth Enterprise Fund,
S.A. GlobalNet Corporation and The Titan Corporation, a copy of which
is on file with GlobalNet Corporation and may not be sold, conveyed,
encumbered, hypothecated or otherwise transferred except with the prior
written consent of The Titan Corporation.
Furthermore, GEF hereby agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of the
Securities held by GEF except in compliance with this Lock-Up Agreement.
In the event that the Effective Date does not occur prior to March 31,
2004, this Lock-Up Agreement shall be of no further force or effect.
Growth Enterprise Fund, S.A.
By: /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title:
Accepted as of the date first set forth above:
The Titan Corporation
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President Strategic Transactions
GlobalNet Corporation
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: Chairman & CEO
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