ContractGlobal Telecom & Technology, Inc. • May 6th, 2013 • 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.
NOTENote • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
THIS NOTE (“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.
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
THIS SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 30, 2013 (the “Restatement Date”) is entered into by and between (i) the financial institutions from time to time party hereto as purchasers (each a “Purchaser” and collectively, the “Purchasers”); (ii) BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership with an office located at 15120 Enterprise Court, Chantilly, VA 20151, in its capacity as agent for the Purchasers (in such capacity, the “Agent”), and (iii) 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
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is dated as of April 30, 2013, and entered into by and among WEBSTER BANK, N.A., as senior agent (in such capacity, the “Senior Agent”) for itself and the other senior creditors party to the Senior Credit Agreement (as defined below) (together with the Senior Agent, individually, a “Senior Creditor” and collectively, the “Senior Creditors”), BIA DIGITAL PARTNERS SBIC II LP, as agent (in such capacity, the “Subordinated Agent”) for itself and the other Subordinated Creditors (as defined below), and the other Subordinated Creditors identified on the signature pages hereof (together with the Subordinated Agent, individually, a “Subordinated Creditor”, and collectively, the “Subordinated Creditors”).
ContractAmended and Restated Note • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
TERM NOTETerm Note • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and collectively, the “Borrowers”), hereby promises to pay to Webster Bank, N.A., or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan from time to time made by the Lender to the Borrowers under that certain Credit Agreement, dated as of April 30, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers, the Lenders from time to time party thereto, and Webster Bank, N.A., as Administrative Agent.
ContractNote • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
ContractEquity Purchase Agreement • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
Signature Page to Revolving Credit Note]Global Telecom & Technology, Inc. • May 6th, 2013 • Telephone communications (no radiotelephone)
ContractSecurity Agreement • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
ContractNote • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
