JACKSON NATIONAL LIFE INSURANCE COMPANY VOTING AGREEMENTJackson National Life Insurance Company Voting Agreement • December 22nd, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone) • New York
AGREEMENT dated as of December 18, 2003 (this “Agreement”) between Reliance Gateway Net Limited, a company incorporated under the laws of India (“Reliance Gateway”), and the holder (the “Shareholder”) of the shares of capital stock (the “Shares”) of FLAG Telecom Group Limited, a company incorporated under the laws of Bermuda (the “Company”), listed on the signature pages hereof.
Non-Action Letter AgreementNon-Action Letter Agreement • December 22nd, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone)
Reference is made to (i) the Agreement and Plan of Amalgamation (as amended, the “Amalgamation Agreement”) dated as of October 16, 2003 between FLAG Telecom Group Limited (the “Company”) and Reliance Gateway Net Limited (“Gateway”) (ii) the Letter Agreement (as amended, the “16(b) Agreement”) dated as of October 16, 2003 between the Company and Gateway and (iii) the HMC Agreement (the “HMC Agreement”) dated as of December 4, 2003 among the Company, Gateway and Harbert Distressed Investment Master Fund, Ltd. (“HMC”). Capitalized terms used herein and not defined shall have the meaning assigned to them in the Amalgamation Agreement.
