RECITALSStock Purchase Agreement • March 11th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TERREMARK HOLDINGS, INC.Agreement and Plan of Merger • May 15th, 2000 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Delaware
by and among TECHNOLOGY CENTER OF THE AMERICAS, LLC as Borrower, CITIGROUP GLOBAL MARKETS REALTY CORP. as Agent, andLoan Agreement • January 6th, 2005 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 9.2 SHAREHOLDERS AGREEMENT THIS AGREEMENT is entered into as of this 21st day of April, 2000, by and between MANUEL D. MEDINA, ATTU Services, Inc., TCO Company Limited, WILLY BERMELLO, BRIAN GOODKIND, MICHAEL KATZ, WILLIAM BIONDI, EDWARD...Shareholders Agreement • May 15th, 2000 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
AGREEMENTEmployment Agreement • March 11th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
RECITALSStock Purchase Agreement • July 15th, 2002 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.5 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, 2000 between Terremark Worldwide, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee"). Certain capitalized...Indemnification Agreement • March 11th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Delaware
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN ---------------------------- -------------------------- Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN ---------------------------- -------------------------- Title: VICE PRESIDENT Title: SENIOR...Master Agreement • April 15th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • California
AVIC GROUP INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement") is made as of October 23, 1996, by and between Avic Group International, Inc., (the "Company"), and Orina Chang ("Optionee"). R E C I T A L S Pursuant to...Incentive Stock Option Agreement • May 2nd, 1997 • Avic Group International Inc/ • Metal mining
AVIC GROUP INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement") is made as of January 17, 1996, by and between Avic Group International, Inc., a Colorado corporation (the "Company"), and Timothy Crowley...Nonqualified Stock Option Agreement • May 2nd, 1997 • Avic Group International Inc/ • Metal mining
1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT BY AND BETWEEN VISTAGREEN HOLDINGS (BAHAMAS), LTD.Stock Purchase Agreement • May 15th, 2000 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Delaware
TERREMARK LOGO] Job No: 432 6358 Manor Lane Cost Code: 15-500 Miami, Florida 33143 Tel (305) 662-1973-- Fax (305)662-1973Terremark Worldwide Inc • April 15th, 2003 • Telephone communications (no radiotelephone) • Florida
R E C I T A L SSubordination Agreement • June 30th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.28 PURCHASE AGREEMENTPurchase Agreement • January 6th, 2005 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
BY AND AMONGPurchase Agreement • August 24th, 1999 • Amtec Inc • Telephone communications (no radiotelephone) • New York
RECITALSEmployment Agreement • June 14th, 2004 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
AS BORROWER TERM LOAN AGREEMENTTerm Loan Agreement • July 15th, 1997 • Amtec Inc • Metal mining
RECITALSEmployment Agreement • July 16th, 2001 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
Terremark Worldwide, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated November 8, 2010 (the “Purchase Agreement”), $75,000,000 aggregate principal amount of its 9.500% Second Lien Secured Notes due 2013 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the subsidiary guarantors of the Company named in Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 16, 2010 (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchaser), the Excha
EXHIBIT 10.29 SECURITY AGREEMENTSecurity Agreement • January 6th, 2005 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
TERREMARK WORLDWIDE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR BRIAN K. GOODKIND AGREEMENTTerremark Worldwide Inc • August 14th, 2003 • Telephone communications (no radiotelephone) • Florida
PROMISSORY NOTEPromissory Note • July 15th, 2002 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
TERREMARK WORLDWIDE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR BRIAN K. GOODKIND AGREEMENTTerremark Worldwide Inc • August 14th, 2003 • Telephone communications (no radiotelephone) • Florida
LANDLORDTerremark Worldwide Inc • November 14th, 2000 • Telephone communications (no radiotelephone) • California
EXHIBIT 10.2 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2001 THIS AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of the date set forth above (the "date hereof") by and among NAP OF THE AMERICAS, INC., a...Credit Agreement • November 14th, 2001 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
SECOND ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS THIS SECOND ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS (this "Assignment") is made as of April 30, 2003, by NAP OF THE AMERICAS, INC., a Florida corporation ("Assignor"), whose...Terremark Worldwide Inc • June 30th, 2003 • Telephone communications (no radiotelephone)
Exhibit 10.33 GUARANTY OF NON-RECOURSE OBLIGATIONS THIS GUARANTY OF NON- RECOURSE OBLIGATIONS (this "AGREEMENT" or "GUARANTY"), made as of December 31, 2004, between TERREMARK WORLDWIDE, INC., a Delaware corporation, having an address at 2601 South...Agreement • February 3rd, 2005 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.30 TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is made and entered into as of December 31, 2004, by and between Terremark Worldwide, Inc. (the "Company"), Falcon Mezzanine...Registration Rights Agreement • January 6th, 2005 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
ANNEX AAgreement and Plan of Merger • March 24th, 2000 • Amtec Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.16 [Terremark Worldwide Inc. Letterhead] July 10, 2002 Mr. Manuel D. Medina Re: Note Payable by Manuel D. Medina ("Borrower") to Terremark Worldwide, Inc. ("Lender") for US$5 Million date September 5, 2002 (the "Note") Dear Mr. Medina:...Terremark Worldwide Inc • August 14th, 2002 • Telephone communications (no radiotelephone)
Interest Rate: After the first 12 months the Note shall bear an annual interest rate equal to the Applicable Federal Rate ("AFR") in effect as of the date hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 1997 • Amtec Inc • Metal mining
ARTICLE I THE AGENTCollateral Agent Agreement • June 30th, 2003 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
Job No: 432 6358 Manor Lane Cost Code: 16-001 Miami, Florida 33143 Tel (305) 662-1973-- Fax (305)662-1973Terremark Worldwide Inc • April 15th, 2003 • Telephone communications (no radiotelephone) • Florida
AVIC GROUP INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement") is made as of January 17, 1996, by and between Avic Group International, Inc., a Colorado corporation (the "Company"), and Hua Yu ("Optionee"). R E C...Nonqualified Stock Option Agreement • May 2nd, 1997 • Avic Group International Inc/ • Metal mining
1 Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement is made on the 1st day of January, 1999 between AmTec, Inc., a Delaware Corporation ("Employer"), and Joseph R. Wright, Jr. ("Executive"). 1. TERM. Employer hereby employs Executive and...Employment Agreement • June 29th, 2000 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
