ContractGlobal Telecom & Technology, Inc. • June 10th, 2011 • Telephone communications (no radiotelephone) • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
UNCONDITIONAL GUARANTYUnconditional Guaranty • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This Unconditional Guaranty (“Guaranty”) is entered into as of June 6, 2011, by TEK CHANNEL CONSULTING, LLC, a Colorado limited liability company (“Guarantor”), in favor of BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership with an office located at 15120 Enterprise Court, Chantilly, VA 20151 (“Purchaser”).
PLEDGE AGREEMENTPledge Agreement • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is dated as of June 6, 2011 between BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership (the “Pledgee”), and each of the parties listed on the signature pages hereto as pledgors (each, a “Pledgor,” and collectively, the “Pledgors”).
NOTENote • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of the Initial Closing Date by and between (i) BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership with an office located at 15120 Enterprise Court, Chantilly, VA 20151 (“Purchaser”), and (ii) GLOBAL TELECOM & TECHNOLOGY, INC., a Delaware corporation (“GTTI”), GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., a Virginia corporation (“GTTA”), each with offices located at 8484 Westpark Drive, Suite 720, McLean, Virginia 22102, WBS CONNECT, LLC, a Colorado limited liability company with offices located at 8400 E. Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111 (“WBS”), PACKETEXCHANGE (USA), INC., a Delaware corporation (“PEUSA”), PACKETEXCHANGE, INC., a Delaware corporation (“PEINC”, and together with GTTI, GTTA, WBS, and PEUSA, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Purchaser shall lend to Borrower and Borrower shall repay Purchaser. The parties agree
SECURITY AGREEMENTSecurity Agreement • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of June 6, 2011 (the “Effective Date”) between BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership with an office located at 15120 Enterprise Court, Chantilly, VA 20151 (“Purchaser”), and each of the parties listed as a “Guarantor” on the signature pages hereto (individually and collectively, jointly and severally, the “Guarantor”). The parties agree as follows:
JOINDER AND FIRST LOAN MODIFICATION AGREEMENTJoinder and First Loan Modification Agreement • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This Joinder and First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 6, 2011 (the “First Loan Modification Effective Date”), by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), (ii) GLOBAL TELECOM & TECHNOLOGY, INC., a Delaware corporation (“GTTI”), GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., a Virginia corporation (“GTTA”), each with offices located at 8484 Westpark Drive, Suite 720, McLean, Virginia 22102, GTT-EMEA, LTD., a private limited company incorporated and registered in England and Wales under company number 03580993 with offices located at 5th Floor, Morley House, 26 Holborn Viaduct, London EC1A 2AT (“EMEA”) and WBS CONNECT, LLC, a Colorado limited liability company with offices located at 8400 E. Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111 (“WBS”, and together with GTTI, GTTA and EMEA, individ
