NOTE

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.

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS SUCH TERM IS DEFINED BELOW) AND ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF APRIL 30, 2012 AMONG SILICON VALLEY BANK, AS SENIOR LENDER, THE SUBORDINATED CREDITORS PARTY THERETO, AND BIA DIGITAL PARTNERS SBIC II LP, AS AGENT FOR THE SUBORDINATED CREDITORS,  AND ACKNOWLEDGED BY THE BORROWER (AS SUCH TERM IS DEFINED BELOW) AS THE SAME  MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AS PERMITTED UNDER THE INTERCREDITOR AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

 

$6,000,000

April 30, 2012

                                                                                                       

 

 

FOR VALUE RECEIVED, intending to be legally bound hereby, GLOBAL TELECOM & TECHNOLOGY, INC., a Delaware corporation (“GTTI”), GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., a Virginia corporation (“GTTA”), WBS CONNECT, LLC, a Colorado limited liability company (“WBS”), PACKETEXCHANGE, INC., a Delaware corporation (“PEI”) PACKETEXCHANGE (USA), INC., a Delaware corporation (“PEIUSA”) and NLAYER COMMUNICATIONS, INC. (“nLayer” and together with GTTI, GTTA, WBS, PEI and PEIUSA, individually and collectively, jointly and severally, the “Borrower”), hereby promise to pay to the order of PLEXUS FUND II, L.P., a Delaware limited partnership or its registered assigns (the “Note Purchaser”) at the office of the Note Purchaser initially located at 200 Providence Road, Suite 210, Charlotte, North Carolina  28207 (or such other address as the Note Purchaser may specify in writing to Borrower), the principal sum of SIX MILLION DOLLARS ($6,000,000), or such lesser amount as shall equal the aggregate unpaid principal amount of this Note, on the dates specified in the Note Purchase Agreement and to pay interest on such principal amount on the dates and at the rates (including, if applicable, the Default Rate) specified in the Note Purchase Agreement.  All payments due to the Note Purchaser under this Note shall be made at the place, in the type of money and funds and in the manner specified in the Note Purchase Agreement.

As used in this Note, “Note Purchase Agreement” shall mean the Amended and Restated Note Purchase Agreement dated as of the date hereof, among Borrower, the other Note Parties signatory thereto, the financial institutions identified therein as Purchasers, and BIA Digital Partners SBIC II LP, as agent for the Purchasers (in such capacity, “Agent”) as amended, supplemented and/or modified from

 time to time.  Capitalized terms that are used herein and not defined herein shall have the meaning given to such terms in the Note Purchase Agreement.

This Note may be voluntarily prepaid, and is subject to mandatory prepayment, in accordance with the provisions applicable to prepayments set forth in the Note Purchase Agreement.

This Note shall be construed and interpreted in accordance with the laws of the State of New York (excluding the laws applicable to conflicts or choice of law).  If any of the terms of this Note, or any agreement or instrument securing payment hereof, shall be declared invalid by any court of competent jurisdiction, such invalidity shall not affect any of the other terms hereof or such other instrument.

This Note is one of the Notes referred to in the Note Purchase Agreement.  The holder of this Note is entitled to all of the benefits under the Note Purchase Agreement and the other Note Documents including certain security provided thereunder and, upon the occurrence of certain events or conditions, payment of the Default Rate of interest.  In addition, in case an Event of Default shall occur, the principal of, and accrued interest and fees, if any, on this Note shall become due and payable in the manner and with the effect provided in the Note Purchase Agreement.

Borrower hereby waives presentment for payment, demand, and, except for notices specifically required by the Note Purchase Agreement, notice of nonpayment, notice of protest, and protest of this Note, and all other notices or demands in connection with the delivery, acceptance, performance, default, dishonor, or enforcement of the payment of this Note.

This Note was issued with original issue discount (as defined in § 1273(a) of the Code and Regulation § 1-1273-1 promulgated thereunder). The Note Purchaser can obtain the information described in Regulation § 1. 1275-3 promulgated under the Code by writing to: Global Telecom and Technology, Inc., 8484 Westpark Drive, Suite 720, McLean, Virginia 22102, Attention:  Chief Financial Officer.

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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the date first above written.

GLOBAL TELECOM & TECHNOLOGY, INC.   By:  /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  President and Chief Executive Officer	GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC.   By: /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  President and Chief Executive Officer
PACKETEXCHANGE, INC.     By:  /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  President and Chief Executive Officer     PACKETEXCHANGE (USA), INC.     By:  /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  President and Chief Executive Officer	WBS CONNECT, LLC     By: /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  CEO and President of the Sole Managing Member     NLAYER COMMUNICATIONS, INC.     By:   /s/ Richard D. Calder, Jr. Name:  Richard D. Calder, Jr. Title:  President and Chief Executive Officer

 

Note

(Plexus Fund II, LP)