ex10-1_406509.htm


     

    
      Exhibit
10.1

    

    


    [Form
of Note]

    


    THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTION.  THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT, AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE LENDER, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND COMPLIANCE,
TO THE REASONABLE SATISFACTION OF THE COMPANY, WITH ANY OTHER APPLICABLE
SECURITIES LAWS OF ANY OTHER JURISDICTION.

    


    THIS NOTE
IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), AS DEFINED IN
SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  THE
FOLLOWING INFORMATION IS PROVIDED PURSUANT TO THE REQUIREMENTS SET FORTH IN
TREASURY REGULATION SECTIONS 1.1275-2 AND 1.1275-3:  THE ISSUE PRICE OF
THIS NOTE IS $[____________]; THE
AMOUNT OF OID ON THIS NOTE IS $[______________]; THE
ISSUE DATE OF THIS NOTE (THE “ISSUE DATE”) IS
FEBRUARY 8, 2010; AND THE YIELD TO MATURITY OF THIS NOTE IS 14.37%
COMPOUNDED.

    


    Global
Telecom & Technology, Inc.

    ____________________________

    


    PROMISSORY
NOTE

    ____________________________

    [$_____.00]                                                                                                                                    February 8,
2010

     

    FOR VALUE RECEIVED, Global Telecom
& Technology, Inc., a Virginia corporation (the “Company”), promises
to pay to the order of                     or
its registered assigns (hereinafter together with successors in title and
assigns referred to as the “Lender”), the
principal sum of                     Dollars
($                    ),
together with interest from the date hereof on the principal amount outstanding
from time to time, as specified below.  This Note is one of a series
of notes issued by the Company for up to an aggregate principal amount of
$3,500,000.00 pursuant to substantially the same terms and conditions
(collectively, the “2012
Notes”).

    


    1.           Interest. The
principal sum outstanding from time to time hereunder shall, from the date
hereof until repaid, bear interest at the rate of 10% per
annum.  Interest shall be computed on the basis of the actual number
of days elapsed.  Accrued but unpaid interest shall be payable on
February 8, 2011
and on the Maturity Date (as defined below).  The payment of interest
shall be paid in cash.

    


    2.           Maturing
Date.  Subject to the default provisions set forth herein, the
principal amount of this Note together with accrued and unpaid interest (the sum
of such principal and accrued and unpaid interest being hereinafter referred to
as the “Amount
Due”) shall be due on February 8, 2012
(the “Maturity
Date”).

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    3.           Prepayment.

    


    (a)           Voluntary
Prepayment.  The Company shall have the right at any time and
from time to time to prepay all or part of any amount due under this Note
without penalty or premium.  Any prepayment shall be applied, first,
to the payment of any fees and expense payable by the Company under this Note,
next to the payment of accrued interest and, finally to the payment of
principal.

    


    (b)           Mandatory
Prepayment.  Upon the closing of a Change in Control (as
defined below) this Note shall immediately become due and payable both as to
principal and any accrued and unpaid interest.  For purposes hereof, a
“Change in
Control” means (i) any consolidation or merger of the Company with
or into any other entity, or any other corporate reorganization or transaction
as a result of which the stockholders of the Company immediately prior to such
consolidation, merger or reorganization own less than 50% of the Company’s (or
the surviving entity’s) voting power immediately after such consolidation,
merger, reorganization or transaction, or any individual person or entity, or
persons or entities acting in concert, who is not a stockholder as of the date
of issuance of this Note (or affiliates of any such Stockholder) obtains control
of 50% or more of the voting power of the Company, or (ii) any sale of all
or substantially all of the assets of the Company (except, in the case of clause
(ii), for a transaction in which the Company transfers such assets to one or
more affiliates of the Company and the Company and such affiliate(s) then are
and remain jointly and severally liable under this Note).

    


    (c)           Pro Rata
Prepayments.  Any prepayments under the 2012 Notes shall be
made pro rata among all holders of the 2012 Notes in proportion to the
outstanding principal amount of the 2012 Notes then held by each holder
thereof.

    


    4.           Payment.

    


    (a)           Manner of
Payment.  All amounts due under this Note shall be delivered to
such address or account as may be designated from time to time by the Lender to
the Company.  All cash payments hereunder shall be made by corporate
check or wire transfer, at the Company’s option, in lawful money of the United
States of America.

    


    (b)           Business
Day.  If any amount due under this Note is first due and
payable on a Saturday, Sunday or public holiday under the laws of the State of
Virginia, such amount shall be paid on the next succeeding business day and, in
such case, such additional day or days shall be included in connection with
computing the amount of interest accrued, due and payable.

    


    5.           Certain
Covenants.  Until this Note is repaid in full the Company shall
not:

    


    (a)           declare
or pay any dividends or make any distributions, whether of an income or capital
nature of cash or assets (not including a dividend or distribution in shares of
Common Stock) or purchase, redeem or otherwise retire any shares of the
Company’s capital stock
provided, however, the restrictions set forth in this Section 5(a) shall
not apply to dividends or distributions by the Company (i) paid solely in equity
securities of the Company and (ii) to effect the redemption or purchase of
capital stock of the Company from employees or advisors in connection with any
equity compensation or repurchase plan or similar arrangement in effect from
time to time; or

    


    


    
      
        
           


        

        
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    (b)           incur
indebtedness for borrowed money or issue any debt securities to any person
unless the repayment of those borrowings and/or the security is subordinate to
the terms of the 2012 Notes; provided, however, the
restrictions set forth in this Section 5(b) shall
not apply to (i) any borrowings pursuant to a Credit Facility (as defined
below), (ii) indebtedness incurred to refinance or replace the Senior Debt (as
defined below) other than the Credit Facility, limited in total amount to
$15,000,000, (iii) indebtedness assumed pursuant to the acquisition of another
business or entity, (iv) obligations to trade creditors incurred in the ordinary
course of business, (v) reimbursement and other obligations with respect to
commercial and standby letters of credit, bankers’ acceptances and surety bonds,
whether or not matured, (vi) indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by the Company, (vii) purchase money indebtedness and capital lease
obligations, (viii) obligations under any foreign exchange contract, currency
swap agreement, interest rate swap, cap or collar agreement or other similar
agreement or arrangement designed to alter the risks of the Company arising from
fluctuations in currency values or interest rates, in each case whether
contingent or matured, (ix) indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course of
business, (x) indebtedness in respect of bid, performance or surety, appeal,
workman’s compensation claims or similar bonds issued for the account of and
completion guarantees provided in the ordinary course of business, (xi)
guarantees by the Company of any of the foregoing types of indebtedness incurred
by any subsidiary of the Company or (xii) indebtedness consisting of
intercompany loans and advances made by any the Company to a subsidiary of the
Company.  For purposes of this Section 5(b), “Credit Facility”
means the Second Amended and Restated Loan and Security Agreement by and among
the Company, certain of its subsidiaries and Silicon Valley Bank, and any
indebtedness incurred in connection with the refinancing or replacement thereof,
in each case as the same may be modified or amended from time to time.

    


    6.           Defaults.

    


    (a)           Event of
Default.  Each of the following events or conditions shall
constitute an “Event
of Default” hereunder:

    


    (i)                      if
a default occurs in the payment of any principal of, interest on, or other
obligation with respect to, any of the 2012 Notes, whether at February 8, 2011,
the Maturity Date or upon acceleration thereof, and such default shall continue
for more than ten days after written notice to the Company thereof from the
Majority Lenders (as hereafter defined);

    


    (ii)                      the
Company shall (A) discontinue its business, (B) apply for or consent
to the appointment of a receiver, trustee, custodian or liquidator of it or any
of its property, (C) admit in writing its inability to pay its debts as
they mature, (D) make a general assignment for the benefit of creditors, or
(E) file a voluntary petition in bankruptcy, or a petition or an answer
seeking reorganization or an arrangement with creditors, or to take advantage of
any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation laws or statutes, or an answer admitting the material allegations of
a petition filed against it in any proceeding under any such law;

    


    


    
      
        
           


        

        
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    (iii)                      there
shall be filed against either the Company an involuntary petition seeking
reorganization of the Company or the appointment of a receiver, trustee,
custodian or liquidator of the Company or a substantial part of its assets, or
an involuntary petition under any bankruptcy, reorganization or insolvency law
of any jurisdiction, whether now or hereafter in effect (any of the foregoing
petitions being hereinafter referred to as an “Involuntary
Petition”) and such Involuntary Petition shall not have been dismissed
within 90 days after it was filed; or

    


    (iv)                      if
any other default occurs in the due observance or performance of any covenant or
agreement on the part the Company to be observed or performed pursuant to the
terms of this Note, and such default remains uncured for more than 30 days
after written notice thereof from the Majority Lenders (as hereafter defined) to
the Company.

    


    (b)           Remedies on Default.
Upon the occurrence of any Event of Default, and at any time thereafter during
which such Event of Default shall be continuing, the Lender may (i) by
written notice to the Company, declare the entire then current unpaid principal
amount of this Note, all interest accrued and unpaid hereon and all other
amounts then payable hereunder to be forthwith due and payable (provided, however, that if an
Event of Default specified in Sections 6(a)(ii) or
6(a)(iii) shall
occur, the then current unpaid principal amount of this Note, all interest
accrued and unpaid hereon and all other amounts then payable hereunder shall
automatically become due and payable without the giving of any such notice); and
(ii) proceed to enforce all other rights and remedies available to the
Lender under applicable law.  In case any one or more Events of
Default shall occur and be continuing and acceleration of this Note shall have
occurred, the Lender may, inter alia, proceed to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained in this Note, or for an injunction against a violation of any of the
terms hereof or in and of the exercise of any power granted hereby or by law. No
right conferred upon the Lender by this Note shall be exclusive of any other
right referred to herein or now or hereafter available at law, in equity, by
statute or otherwise.

    


    7.           Collection
Matters.  The Company promises to pay all costs of collection,
including reasonable attorneys’ fees, incurred by the Lender upon and following
any Event of Default under this Note, whether at maturity, by reason of
acceleration of maturity pursuant to Section 6, or for any
other reason.

    


    8.           Subordination.

    


    (a)           Subordination.  The
payment of any and all amounts to the Lender under this Note shall be
subordinate and subject in right and time of payment and all other respects, to
the prior payment in full of all amounts payable under (i) Credit Facility or
(ii) the Company’s other existing indebtedness for borrowed money or evidenced
by debt securities, including the outstanding notes and capitalized leases of
the Company and its subsidiaries, and not more than $15,000,000 of indebtedness
incurred to refinance or replace such other existing indebtedness (the amounts
referred to in the preceding clauses (i) and (ii) being the “Senior
Debt”).  In furtherance of the foregoing:

    


    (i)                      No Acceleration,
Etc.  This Note shall not be declared due and payable before
the earlier of the Maturity Date or the date on which the entire amount
of

    


    


    
      
        
           


        

        
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    the
Senior Debt is indefeasibly paid in full in cash; provided, however, this Note shall
automatically, without declaration or notice of any kind, be immediately due and
payable upon the occurrence of a Change of Control or an Event of Default
specified in Section
6(a)(ii) or Section
6(a)(iii).

    


    (ii)                      No
Payment.  Until the Senior Debt is paid in full, the Lender
shall not ask, demand or sue for any payment of all or any part of the
indebtedness hereunder (other than payments of interest or in the form of
securities of the Company that are subordinated to the Senior Debt at least to
the same degree as this Note (“Permitted
Payments”)), provided, however, this Note shall
automatically, without declaration or notice of any kind, be immediately due and
payable on the Maturity Date, upon the occurrence of a Change of Control or an
Event of Default specified in Section 6(a)(ii) or
Section
6(a)(iii).

    


    (iii)                      Insolvency
Proceedings.  In the event of (A) any insolvency or bankruptcy
case or proceeding or any receivership, liquidation, reorganization or similar
case or proceeding in connection therewith relative to the Company or its
creditors, as such, or to its assets, or (B) any liquidation, dissolution or
other winding up of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (C) any assignment for the benefit of
creditors or other marshalling of assets and liabilities of the Company, then
the holders of Senior Debt shall be entitled to receive payment in full in cash
of all amounts due or to become due on or in respect of all Senior Debt before
the Lender shall be entitled to receive and retain any direct or indirect
payment on account of any amounts payable under this Note (other than Permitted
Payments).

    


    (iv)                      Payments Held in
Trust.  If notwithstanding the subordination provisions of this
Note, the Lender shall receive any payment or distribution of assets of the
Company before all amounts due or to become due or in respect of Senior Debt
have been paid in full, then and in such event such payment or distribution
shall be received in trust for the holders of Senior Debt.

    


    (b)           Actions Not a
Defense.  The Lender hereby waives to the fullest extent
permitted by applicable law any other defense it may have to the subordination
provisions hereof based on the actions or inactions of holders of Senior Debt
Parties or otherwise.  Without limiting the generality of the
foregoing, the Lender agrees that the holders of Senior Debt may at any time,
and from time to time, without the consent of or notice to the Lender: (i) amend
any term of the Senior Debt; (ii) sell, exchange, release or otherwise deal with
any collateral for all or any of the Senior Debt; (iii) exercise or refrain from
exercising any rights against the Company or others; and (iv) take or refrain
from taking any action whatsoever with respect to the Company  or the
Senior Debt; all without impairing the rights and remedies of the holders of
Senior Debt.

    


    (c)           No Impairment of
Obligation.  Nothing contained in this Section 8 or
elsewhere in this Note is intended to or shall impair, as among the Company and
the Lender, the obligation of the Company, which is absolute and unconditional,
to pay to the Lender the principal of and interest on and all other amounts due
under this Note in accordance with its terms, nor shall anything herein prevent
the Lender from exercising all remedies otherwise permitted by applicable law
upon default under this Note, subject to the provisions of this Section
8.

    


    


    
      
        
           


        

        
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    (d)           Further Assurances.
The Lender agrees to execute an agreement in such form as may be reasonably
requested by the holders of Senior Debt subordinating this Note to the Senior
Debt; provided,
however, no such agreement shall require the Lender to defer the receipt
of payment of the Amount Due after the Maturity Date.

    


    9.           Waivers of Notice.
The Company hereby expressly and irrevocably waives presentment, demand,
protest, notice of protest and all other notices in connection with collection
of this Note.  No delay or extension on the part of the Lender in
exercising any right under this Note shall operate as a waiver of such right or
of any other right under this Note, and a waiver of any right on any one
occasion shall not operate as a waiver of such right on any future
occasion.

    


    10.           Replacement of Note.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction, or mutilation of this Note and (in the case of loss, theft or
destruction) of an indemnity reasonably satisfactory to it, and upon surrender
and cancellation of this Note, if mutilated, the Company will deliver a new Note
of like tenor in lieu of this Note. Any Note delivered in accordance with the
provisions of this Section 10 shall
be dated as of the date of this Note.

    


    11.           General.

    


    (a)           Notices. All notices,
requests, consents and demands with respect to this Note shall be made in
writing and shall be sent, delivered or mailed, addressed as
follows:

    


    If to the Lender:

    


    ________________________

    ________________________

    ________________________

    ________________________

    


    If to the Company:

    


    Global
Telecom & Technology, Inc.

    8484
Westpark Drive

    Suite 720

    McLean,
VA 22102

    


    Each such
notice or other communication shall be given by: (i) hand delivery; (ii)
certified mail, U.S. first class postage prepaid, return receipt requested; or
(iii) nationally recognized overnight courier service guaranteeing next Business
Day delivery.  Each such notice or communication shall be effective
when delivered at the address specified in this Section 11(a) (or in
accordance with the latest unrevoked notice of change of address from the
receiving party).  Either party may change its address for the purpose
of this Section
11(a) by giving the other party written notice of its new address in the
manner set forth above.

    


    (b)           Section
Headings.  The section headings contained in this Note are for
convenience of reference only and shall not be considered a part of or affect
the construction or interpretation of any provision of this Note.

    


    


    
      
        
           


        

        
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    (c)           Amendment and
Waiver.  No provision of this Note may be amended or modified,
nor may compliance with any term, covenant, agreement, condition or provision
set forth in this Note be omitted or waived (either generally or in a particular
instance and either retroactively or prospectively), except by a written consent
of the Company and the holders of at least a majority of the aggregate amount of
outstanding principal due under the 2012 Notes (“Majority
Lenders”).  The obligation to repay the principal amount of
this Note and all accrued interest thereon on the Maturity Date cannot be
amended or modified without the written consent of the Lender.

    


    (d)           Successors, Assigns and
Transferors.  This Note shall not be assignable or transferable
by the Lender without the prior written consent of the Company and, in any case,
shall not be sold, transferred, pledged, hypothecated or otherwise disposed of
in the absence of registration or qualification under the Securities Act of
1933, as amended, and any state securities laws that may be applicable or in the
absence of an exemption therefrom.  Any purported assignment or
transfer not made in accordance with this Section 11(d) shall
be null and void.  Subject to the foregoing, the rights and
obligations of the Lender and the Company under this Note shall be binding upon,
and inure to the benefit of, and be enforceable by, the Lender and the Company
and their respective heirs, successors and permitted assigns.  If any
transfer of this Note is made by the Lender in accordance with this Section 11(d),
thereafter all references in this Note to the Lender shall mean such
transferee.

    


    (e)           Loss or Destruction of
Note.  Upon receipt by the Company of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Note, together
with indemnity reasonably satisfactory to the Company in the case of loss, theft
or destruction, or in the case of mutilation, the surrender and cancellation of
this Note, the Company shall execute and deliver to the Lender a new note of
like tenor and denomination as this Note in lieu of such lost, stolen, destroyed
or mutilated Note, at the Lender’s expense.

    


    (f)           Usury.  Nothing
contained in this Note shall be deemed to establish or require the payment of a
rate of interest in excess of the maximum rate legally
enforceable.  If the rate of interest called for under this Note at
any time exceeds the maximum rate legally enforceable, the rate of interest
required to be paid hereunder shall be automatically reduced to the maximum rate
legally enforceable.  If such interest rate is so reduced and
thereafter the maximum rate legally enforceable is increased, the rate of
interest required to be paid hereunder shall be automatically increased to the
lesser of the maximum rate legally enforceable and the rate otherwise provided
for in this Note.

    


    (g)           Severability.  In
the event that any one or more of the provisions of this Note shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Note and this Note shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.

    


    (h)           Entire
Agreement.  This Note and the Purchase Agreement constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede any and all previous or contemporaneous agreements, whether
written or oral and whether by any officer, employee, representative or
affiliate of either party hereto, that may have been made or entered into by or
between the parties hereto relating to the subject matter hereof.

    


    
      
        
        

      

      
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    (i)           Mutual
Drafting.  The Company and the Lender are sophisticated
entities and have been represented by attorneys who have jointly participated in
the negotiation and drafting of this Note.  As a consequence, the
Company and the Lender do not intend that the presumptions of laws or rules
relating to the interpretation of contracts against the drafter of any
particular clause should be applied to this Note, and therefore waive their
effects.

    


    (j)           Remedies.  The
Lender shall have and retain all rights and remedies, at law or in equity,
including rights to specific performance and injunctive or other equitable
relief, arising out of or relating to a breach or threatened breach of this Note
by the Company.  Without limiting the generality of the foregoing, the
Company acknowledges that money damages would not be a sufficient remedy for any
breach or threatened breach by it of this Note and that irreparable harm would
result if this Note were not specifically enforced.  Therefore, the
rights of the Lender and obligations of the Company hereunder shall be
enforceable by a decree of specific performance issued by any court of competent
jurisdiction, and appropriate injunctive relief may be applied for and shall be
granted in connection therewith, without the necessity of posting a bond or
other security or proving irreparable harm and without regard to the adequacy of
any remedy at law.  The Lender’s right to specific performance and
injunctive relief shall be in addition to all other legal or equitable remedies
available to such party.

    


    (k)           Third Party
Beneficiaries.  No person or entity other than the Lender and
its successors is or is intended to be a beneficiary of this Note.

    


    (l)           Governing
Law.  THIS NOTE, ALL TRANSACTIONS CONTEMPLATED HEREBY, ALL
RELATIONSHIPS BETWEEN THE PARTIES HEREUNDER AND ALL DISPUTES BETWEEN THE PARTIES
ARISING OUT OF OR WITH RESPECT TO ANY OF THE FOREGOING SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF VIRGINA WITHOUT GIVING
EFFECT TO ANY CONFLICT OF LAW PROVISION (WHETHER OF THE STATE OF VIRGINIA OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF VIRGINIA.

    


    (m)           Consent to
Jurisdiction.  EACH PARTY AGREES THAT ANY AND ALL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE, ANY RELATIONSHIPS BETWEEN THE PARTIES
HEREUNDER AND ANY DISPUTES BETWEEN THE PARTIES WITH ARISING OUT OF OR RESPECT TO
ANY OF THE FOREGOING SHALL BE COMMENCED AND PROSECUTED EXCLUSIVELY IN THE
FEDERAL AND STATE COURTS LOCATED IN THE STATE OF VIRGINIA, ENCOMPASSING FAIRFAX
COUNTY, AND ANY APPELLATE COURTS THEREFROM (COLLECTIVELY, THE “VIRGINIA
COURTS”).  EACH PARTY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE, ANY TRANSACTIONS CONTEMPLATED HEREBY, ANY RELATIONSHIPS
BETWEEN THE PARTIES HEREUNDER AND ANY DISPUTES BETWEEN THE PARTIES ARISING OUT
OF OR WITH RESPECT TO ANY OF THE FOREGOING IN ANY OF THE VIRGINIA
COURTS.  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH PROCEEDING IN
ANY OF THE VIRGINIA COURTS.  EACH PARTY CONSENTS AND 


    
      
        
        

      

      
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      SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY OF THE VIRGINIA
COURTS IN RESPECT OF ANY SUCH PROCEEDING.

       

    

    (n)           Waiver of Jury
Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE, ANY TRANSACTIONS CONTEMPLATED HEREBY,
ANY RELATIONSHIPS BETWEEN THE PARTIES HEREUNDER AND ANY DISPUTES BETWEEN THE
PARTIES ARISING OUT OF OR WITH RESPECT TO ANY OF THE FOREGOING WILL INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY SUCH PROCEEDING.

    


    (o)           Further
Assurances.  At any time and from time to time, the Company
shall, at its cost and expense, in good faith and in a timely manner, take or
cause to be taken all appropriate actions, do or cause to be done all things
necessary, proper or advisable, and execute, deliver and acknowledge such
documents and other papers as may be required to carry out the provisions of
this Note and to give effect to the consummation of the transactions
contemplated by this Note.

    


    (p)           Interpretation.  The
language used in this Note shall be conclusively deemed to be the language
chosen by the parties to express their mutual intent and no rule of strict
construction shall be applied against any party.  Whenever the words
“include”, “includes” or “including” are used in this Note, they will be deemed
to be followed by the words “without limitation.”  The word “or” is
not exclusive and is deemed to have the meaning “and/or”.  The words
“hereof,” “hereby,” “herein” and “hereunder” and words of similar import when
used in this Note will refer to this Note as a whole and not to any particular
provision of this Note.

    


    


    IN WITNESS WHEREOF, the Company has
caused this Note to be signed in its name as of the date first written
above.

    


    


    


    GLOBAL
TELECOM & TECHNOLOGY, INC.

    


    


    


    By:
_____________________________________

    Name:
___________________________________

    Title:
____________________________________

    


    


    


    
      
        
           


        

        
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