Unassociated Document


    Exhibit
10.3

     

    NOTE
AMENDMENT

     

    This NOTE
AMENDMENT (this “Amendment”) is
entered into as of the Effective Date (as defined below) by and among Global
Telecom & Technology, Inc. (the “Company”) and the
holders (“Holders”) of the
Company’s 10% convertible subordinated notes due on December 31, 2010 issued
November 2007 (the “Notes”).

     

    RECITALS

     

    A.           On
November 12, 2007 the Company issued $3,528,987 in principal amount of the Notes
to certain Holders in exchange for notes of the Company due April 2008, and on
November 13, 2007 the Company issued $1,900,000 in principal amount of the Notes
to certain Holders in exchange for cash investments.

     

    B.           The
Notes 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 $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 Holders in
their capacity as holders of Notes, the Company and the Holders agree as
follows:

     

    AGREEMENT

     

    1. Amendment.  Effective
as of the Effective Date, the Notes are hereby amended by deleting the reference
to $4,000,000 in Section 8 thereof and inserting the amount of $8,000,000 in
lieu thereof.

     

    2. Effective
Date.  In order to become effective, this Amendment must be
approved by Holders who hold a majority in principal amount of the Notes, which
approval will be evidenced by the execution and delivery of a copy of this
Amendment to the Company.  If this Amendment is approved by such
Holders, the Company will give all Holders notice that this Amendment has become
effective.

     

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

     


    
      
        
           

        

         


      

      
         

        
          

        

      

      
         


      

    


    4. Counterparts.  This
Amendment may be executed by the Company and the Holders in any number of
separate counterparts, each of which when so executed, shall be deemed an
original and all said counterparts when taken together shall be deemed to
constitute but one and the same instrument.

     

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

     

    6. 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.

     

    IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as
of the date first written above.

     

    


     

    
      	 
      	
              The
      Company:

               

               

            
	 
      	
              GLOBAL TELECOM & TECHNOLOGY, INC.

               

               

              By:               /s/               

              Name:          Eric
      A. Swank

              Title:           
      Chief Financial Officer

            
	 
      	 
      
	 
      	
              The
      Holders:

            
	 
      	
              (in
      counterpart)

            
	 
      	 
      
	 
      	
              Name
      (please print):                 

            
	 
      	 
      
	 
      	 
      
	 
      	
                                        

            
	 
      	
              signature

            


    

    



    
      
        
           

           

        

         


      

      
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