WAIVER
EXHIBIT
10.2
This WAIVER, dated as of December 16,
2009 (this “Waiver”), is made
with respect to the Purchase Agreement, dated as of November 2, 2009 (the “Agreement”), by and
among Global Telecom & Technology Americas, Inc., GTT-EMEA, Limited, WBS
Connect, L.L.C., TEK Channel Consulting, LLC, WBS Connect Europe Ltd., Xxxxx
Charter and Xxxxxxx Xxxxxxxxx. Any capitalized terms used but not
defined in this Waiver have the respective meanings set forth in the
Agreement.
RECITALS
A. Under
Section
1.5(a)(x) of the Agreement, the Sellers are required to deliver to the
Purchaser and Purchaser Europe at the Closing employment agreements between the
Purchaser and each of Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxxx, duly executed
by such individuals, on the terms and conditions set forth therein.
B. Under
Section 10.5 of
the Agreement, the Purchaser may waive any provision of the Agreement on behalf
of itself and Purchaser Europe.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein and in the Agreement, it is agreed as follows:
1. Waiver. The
Purchaser hereby waives Section 1.5(a)(x) of
the Agreement solely with respect to Xxxx Xxxxxx and Xxxx Xxxxxxx.
2. Scope of
Waiver. This Waiver relates solely to Section 1.5(a)(x) of
the Agreement with respect to Xxxx Xxxxxx and Xxxx Xxxxxxx as described in Section 1 hereof and
does not constitute a waiver of any other provision of the Agreement or of Section 1.5(a)(x) of
the Agreement with respect to Xxxx Xxxxxx.
3. GOVERNING LAW. THIS
AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW
PROVISION (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.
4. Counterparts; Facsimile
Transmission. This Waiver may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Copies of
executed signature pages to this Waiver delivered by facsimile transmission
shall be considered duly delivered and valid and effective for all
purposes.
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IN
WITNESS WHEREOF, this Waiver has been executed as of the date written
above.
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THE
PURCHASER:
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GLOBAL
TELECOM & TECHNOLOGY AMERICAS, INC.
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By:
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/s/ Xxxxx XxXxx | |
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Name:
Xxxxx XxXxx
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Title: Secretary
and General Counsel
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