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Exhibit 10.23
GLOBAL MARKETS ACCESS LTD.
February 26, 0000
Xxxxx Xxxxxx Value Fund
Third Avenue Small-Cap Value Fund
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Securities Purchase Agreement
Gentlemen:
Reference is made to the Securities Purchase Agreements dated
as of February 26, 1999 (the "Agreements"), between Third Avenue Value Fund and
Third Avenue Small-Cap Value Fund (the "Investors") and Global Markets Access
Ltd. (the "Company"). All capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreements.
In connection with the Agreements, the Investors and the
Company hereby agree and acknowledge that, for so long as the Investors together
with their Affiliates beneficially own at least 250,000 Common Shares of the
Company (including for this purpose shares issuable pursuant to the Class B
Warrants held by the Investors and as adjusted for stock splits, reverse stock
splits, stock dividends and similar events), the Investors shall have the right
to designate one individual for election to the board of directors of the
Company. However, if the Investor at any time owns less than the minimum number
of shares referred to in the preceding sentence, it shall cause such individual
to resign from the board of directors. Upon timely receipt by the Company of the
Investors' written exercise of such right, the Company shall, if received on the
date hereof, cause such individual elected as a director of the Company and if
received thereafter shall cause such individual to be nominated for election as
a director of the Company at the next annual general meeting of the Company
(provided no person previously selected by the Investor is a member of a class
of directors of the Company not standing for election at such meeting). We
advise you that pursuant to the foregoing the Company has today elected Xxxxxx
X. Xxxxxx to its board of directors, to serve as a Class 1 director. The fees
and other compensation paid to such director in consideration of his or her
services as such shall not be less that that paid to other non-employee
directors serving in similar positions. In consideration of such right, and for
so long as any person selected by the Investors is a director (and during any
period after such person's designation by the Investors but before his or her
election), neither the Investors nor any of their Affiliates shall vote or
permit any of the shares of the Company beneficially owned by them to be voted
for any other nominee for election as a director of the Company.
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Xxxxx Xxxxxx Value Fund
Third Avenue Small-Cap Value Fund
February 26, 1999
Page 2
The Company shall, subject to applicable law, use its best
efforts to cause all proxies solicited by management to be voted in favor of
such nominee (subject to any contrary instructions by the shareholder delivering
such proxy).
The Investors may assign their rights hereunder to any
transferee of the required minimum number of shares referred to above or agree
to exercise such right at the direction of any other person, provided that they
have received the prior written consent of the Company, such written consent not
to be unreasonably withheld. The Investors further agree that it shall be
reasonable for the Company to withhold such prior written consent in situations
including, but not limited to, those in which the Investors agree to assign
their rights or to act at the direction of any person or entity directly or
indirectly engaged in the financial guaranty insurance or reinsurance business,
or situations in which the Investors agree to assign their rights or to act at
the direction of any person or entity where such assignment or act would result
in any person owning, directly or indirectly, or being considered to own, 10% or
more of the total combined voting power of all classes of stock of the Company
under the "controlled foreign corporation" rules of the United States Internal
Revenue Code. As a condition of any such assignment or agreement to act at the
direction of any other person, such assignee or other person shall execute an
agreement indicating its intention to be bound by the terms of this letter.
Very truly yours,
GLOBAL MARKETS ACCESS LTD.
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Acknowledged by:
THIRD AVENUE TRUST
On behalf of Third Avenue Value Fund
By:/s/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:President
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Xxxxx Xxxxxx Value Fund
Third Avenue Small-Cap Value Fund
February 26, 1999
Page 0
XXXXX XXXXXX XXXXX
Xx behalf of Third Avenue Small-Cap Value Fund
By:/s/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
Title:President
