ASSIGNMENT AND ASSUMPTION
OF STOCK PURCHASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF STOCK PURCHASE AGREEMENT
(this "Agreement") is made as of this ___day of August, 2003, by and between
GLOBALNET SYSTEMS, INC., a Florida corporation ("Assignor") and IDIAL NETWORKS,
INC., a Nevada corporation ("Assignee").
WHEREAS, Assignor, GlobalNet, Inc. (the "Company") and The
Titan Corporation ("Titan") are parties to that certain Stock Purchase Agreement
dated as of May 20, 2003 (the "Purchase Agreement"), pursuant to which, among
other things, Titan has agreed to sell to Assignor the Company Common Stock (as
defined in the Purchase Agreement), all in accordance with and subject to the
terms and conditions in the Purchase Agreement;
WHEREAS, in connection with the Purchase Agreement, Growth
Enterprise Fund, S.A., a Panamanian corporation, ("GEF") and owner of 80% of the
voting power and 80% of the total value of Assignor executed and delivered a
Guarantee dated as of May 20, 2003 for the benefit of Titan, pursuant to which
GEF has agreed to guarantee the obligations and performance of Assignor under
the Purchase Agreement;
WHEREAS, Assignor hereby desires to transfer all of its right,
title and interest in, to and under the Purchase Agreement to Assignee; and
WHEREAS, all capitalized terms used herein shall have the
meanings ascribed to such terms in the Purchase Agreement unless otherwise
defined herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:
1. Pursuant to the terms and conditions of Section 12.6 of the Purchase
Agreement, Assignor hereby sells, assigns, transfers, conveys and deliver
to Assignee, all the right, title and interest of Assignor in, to and under
the Purchase Agreement.
2. Assignee hereby accepts the foregoing assignment and assumes, takes
responsibility for and agrees to pay, perform and discharge all of the
covenants, terms and obligations contained in the Purchase Agreement to be
performed by Assignor. Notwithstanding anything in this Agreement to the
contrary, Assignor shall continue to be responsible after the date hereof
for Assignor's obligations under the Purchase Agreement and no such
assignment shall relieve Assignor of its obligations under the Purchase
Agreement.
3. GEF and Titan hereby acknowledge and consent to the assignment of the
Purchase Agreement to Assignee pursuant to the terms and conditions of this
Agreement.
4. Assignor and Assignee hereby agree that neither of them shall be able to
amend the Purchase Agreement without the express written agreement of the
other parties thereto, regardless of whether such proposed amendment
pertains to the rights and obligations assigned to Assignee hereunder.
5. Assignor acknowledges that pursuant to that Settlement Agreement entered
into on the date hereof for Assignor's failure to consummate the Purchase
Agreement as set forth in such Settlement Agreement, that Assignee, for
Assignor's benefit, entered into a Promissory Note payable to Titan, a
Reimbursement Agreement to satisfy a requirement under the Purchase
Agreement relating to a Titan Guarantee, and a Pledge Agreement to secure
certain obligations. The parties acknowledge that the agreements entered
into pursuant to such Settlement Agreement are necessary as an inducement
to Titan and the Company to enter into this Agreement and to consummate the
transaction with Assignee.
6. Nothing in this Agreement supersedes, expands, or extinguishes any of the
obligations, agreements, covenants or warranties of Assignor contained in
the Purchase Agreement. If any conflict exists between this Agreement and
the Purchase Agreement, the Purchase Agreement shall govern and control.
7. This Agreement, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto, shall be governed by and construed
under and in accordance with the laws of the State of New York, without
giving effect to the conflicts of law principles thereof.
8. This Agreement may be executed in separate counterparts, none of which need
contain the signatures of all parties, each of which shall be deemed to be
an original, and all of which taken together constitute one and the same
instrument. It shall not be necessary in making proof of this Agreement to
produce or account for more than the number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
[The remainder of this page intentionally left blank.]
2
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption of Stock Purchase Agreement to be executed as of the
day and year first above written.
ASSIGNOR:
GLOBALNET SYSTEMS, INC.
By:
-----------------------------------------------
Name:
-----------------------------------------------
Title:
-----------------------------------------------
ASSIGNEE:
IDIAL NETWORKS, INC.
By:
-------------------------------------------------
Name:
-----------------------------------------------
Title:
----------------------------------------------
Acknowledged and
Agreed this ___ day of August, 2003
THE TITAN CORPORATION
By:
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
GROWTH ENTERPRISE FUND, S.A.
By:
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
4
