ex10-2_406508.htm


    Exhibit
10.2


    FORM OF NOTE AMENDMENT No
2

     

    This NOTE
AMENDMENT No. 2 (this “Amendment”) is
entered into as of January 14, 2010, by and among Global Telecom &
Technology, Inc. (the “Company”) and the
undersigned holder (the “Holder”) of the
Company’s 10% promissory notes issued on October 15, 2006 and due on December
31, 2010 (the “Notes”).

     

    RECITALS

     

    A.           On
October 15, 2006, the Company issued a Note to the Holder due December 31, 2007,
which Note was amended by a Note Amendment Agreement dated November 13,
2007.

     

    B.           The
Notes, as amended, provide for subordination of the payment obligations under
the Notes to certain other obligations of the Company, up to an aggregate amount
of $4,000,000.

     

    C.           The
Company is engaged in acquisition activities in order to expand it’s business,
and in connection therewith the Company is: (1) seeking to amend its existing
credit agreement with Silicon Valley Bank in order to increase the available
borrowings thereunder, (2) issuing up to $750,000 in principal amount of notes
to the sellers of WBS Connect in connection with the acquisition thereof by the
Company, which notes will be subordinated in right of payment to the Notes, and
(3) seeking to raise up to $3,500,000 in principal amount of unsecured
promissory notes due in 2011 that will be subordinated in right of payment to
the Notes.

     

    D.           In
recognition of the benefits that will accrue to the Company as a result of these
activities, and in recognition of the benefits that will accrue to the Holder in
his capacity as a holder of Notes, the Company and the Holder agree as
follows:

     

    AGREEMENT

     

    1.   Amendment.  Effective
as of the date of this Amendment, the Holder’s Note is hereby amended by
deleting the reference to $4,000,000 in Section 2 thereof and inserting the
amount of $8,000,000 in lieu thereof.

     

    2.   No
Waiver.  Except as expressly stated herein, nothing herein
shall be deemed to constitute a waiver of compliance with, or other modification
of, any term or condition contained in the Notes.

     

    3.   Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the Holder and the Company and their successors and permitted
assigns.

     

    4.   GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
VIRGINIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.   Attachment to
Note.  The Holder agrees to attach a copy of this Amendment to
his Note, and upon demand of the Company to deliver the original Note for
replacement and exchange for a new note reflecting the amendments set forth in
this Amendment and any prior amendments of such Note.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Note Amendment No.
2  to be duly executed as of the date first written
above.

     

    GLOBAL
TELECOM & TECHNOLOGY, INC.

    


    


    By:
______________________________

    Name:           Eric
A. Swank

    Title:           Chief
Financial Officer

    


    


    ______________________________________

    Name:

    
 

     

     

     

     

    
      
         


      

      
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