LETTER AGREEMENT
EXHIBIT C
LETTER AGREEMENT
This Agreement is entered into this 21 day of March, 2006 by and
between “Thai Xxx 2003 GRAT A” (“Xxx”), with an address at : c/o Thai Xxx,
0 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 and Xxxx Xxxxxxxxx (“Alex”) with an
address at 000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000.
Xxx hereby agrees to lend to Alex $2,000,000 Dollars (the “Loan”), the
proceeds of which will be used by Alex exclusively to acquire shares of
common stock of Arbinet- theExchange, Inc. (“ARBX”). Such Loan shall be made
by Xxx to Xxxx from time to time promptly at Alex’s request and the purchase
of ARBX shares will be at such time and prices as he determines.
The Loan will be repayable no later than Dec 31, 2007, subject to
earlier repayment from the sale of the ARBX shares which Alex acquires by use
of the Loan proceeds (the “ARBX Shares”). All proceeds from the sale of the
ARBX Shares shall be used to repay the Loan.
In consideration for making the Loan hereunder, Xxx will be entitled to
receive 50% of the net gain realized by Alex, with respect to the ARBX
Shares. Alex will provide Xxx with documentation of the purchase price of
the ARBX Shares promptly after he acquires them and will advise Xxx of the
sale proceeds after the sale of any ARBX Shares is consummated. The amount to
the gain shall be determined after the ARBX Shares are sold. Xxx will not
share or will be responsible for any losses incurred by Alex with respect to
the ARBX Shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
| /s/ Xxxx Xxxxxxxxx | ||
| Xxxx Xxxxxxxxx | ||
| /s/Thai Xxx | ||
| Thai Xxx 2003 GRAT A Trustee |
