ContractGlobal Telecom & Technology, Inc. • May 4th, 2012 • 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.
ContractNote Purchase Agreement • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 30, 2012 (the “Second Loan Modification Effective Date”), by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (ii) GTT-EMEA, LTD., a private limited liability company incorporated and registered in England and Wales with offices located at 5th Floor, Morley House, 26 Holborn Viaduct, London EC1A 2AT (“EMEA”) PACKETEXCHANGE (IRELAND) LIMITED., a company incorporated and existing under the laws of Ireland with registered number 373202, and whose registered address is 24-26 City Quay, Dublin 2 Ireland (“PEIRL”) and PACKETEXCHANGE (EUROPE) LIMITED., a private limited company incorporated and registered in England and Wales under company number 05164474 (“PELTD”, and together with EMEA and PEIRL, individually and collectively, jointly and severally, the “Borrower
STOCK PURCHASE AGREEMENT DATED AS OF APRIL 30, 2012 BY AND AMONG NLAYER COMMUNICATIONS, INC., JORDAN LOWE, DANIEL BROSK TRUST DATED DECEMBER 22, 2006 GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC. AND GLOBAL TELECOM & TECHNOLOGY, INC. (solely with respect...Stock Purchase Agreement • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 30, 2012, by and among nLayer Communications, Inc., an Illinois corporation (the “Company”), Jordan Lowe, an individual, Daniel Brosk Trust dated December 22, 2006 (the “Trust”), Global Telecom & Technology Americas, Inc., a Virginia corporation (“Purchaser”), and, solely with respect to Article VIII, Global Telecom & Technology, Inc., a Delaware corporation (“Parent”). Jordon Lowe and the Trust are sometimes referred to in this Agreement individually as a “Seller” and collectively as the “Sellers,” and the Company, the Sellers, Purchaser and Parent are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement without definition are defined in Annex I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2012, by and among Global Telecom & Technology, Inc., a Delaware corporation (the “Company”), Jordan Lowe (“Lowe”) and Daniel Brosk Trust dated December 22, 2006 (with Lowe, each, a “Seller” and together, the “Sellers”).
NOTEIntercreditor Agreement • May 4th, 2012 • 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.
JOINDER AND SECOND LOAN MODIFICATION AGREEMENTJoinder and Second Loan Modification Agreement • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
This Joinder and Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 30, 2012 (the “Second Loan Modification Effective Date”), by and between (i) 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, PACKETEXCHANGE (USA), INC., a Delaware corporation (“PEUSA”), PACKETEXCHANGE, INC., a Delaware corporation (“PEINC”) 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, PEINC and PEUSA, individually and collectively, jointly and severally, the “Borrower”); and (iii) nLAYER C
AMENDED AND RESTATED NOTENote • May 4th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
