SHAREHOLDERS' AGREEMENT SHAREHOLDERS' AGREEMENT dated as of April 25, 2001, by and among The Heico Companies, L.L.C., a Delaware limited liability company ("Heico") and Hostmark World LP, a Delaware limited partnership ("Hostmark"). WHEREAS, Heico is...Shareholders' Agreement • May 4th, 2001 • Sturm Donald L • Telephone communications (no radiotelephone) • Delaware
ARTICLE I THE TRANSACTION 1.1 The Stock Purchase. Subject to the terms and conditions of this Agreement, effective as of 8:01 A.M., London time, on the Closing Date (as defined below), Seller hereby shall sell, convey, assign and transfer to Purchaser...Stock Purchase Agreement • May 4th, 2001 • Sturm Donald L • Telephone communications (no radiotelephone) • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 25, 2001, by and between WORLDPORT COMMUNICATIONS, INC., a Delaware corporation ("WorldPort"), HOSTMARK WORLD, LP, a Delaware limited partnership...Registration Rights Agreement • May 4th, 2001 • Sturm Donald L • Telephone communications (no radiotelephone) • Delaware
N M ROTHSCHILD & SONS LETTERHEAD] STRICTLY PRIVATE AND CONFIDENTIAL Hostmark World, LP Our ref: FTE/HDLM/63806 c/o Hostmark World Ltd Lincoln House 137-143 Hammersmith Road London W14 0QL For the attention of: Bruno d'Avanzo - Chairman & As 25 April...Sturm Donald L • May 4th, 2001 • Telephone communications (no radiotelephone)
We refer to our Appointment Letter of 30th March 2001 and are writing to confirm our remuneration in the event of an acquisition of Hostmark World Ltd and/or other Hostmark entities by Worldport Communications, Inc. or a subsidiary and/or affiliate thereof ("Worldport"). This agreement replaces the terms of Rothschild's remuneration set out in paragraph 5 of our Appointment Letter of 30 March 2001 as amended by the Amendment Agreement of 20 April 2001, save for the expenses (which are subject to a $30,000 cap as set forth in the Appointment Letter). For all other purposes the terms of our original Appointment Letter remains in force.
