exv10w1



 




Exhibit
10.1


EXCHANGE AGREEMENT




     THIS EXCHANGE AGREEMENT (this “Agreement”) is made between Global Telecom &
Technology, Inc. (the “Company”) and the undersigned holders (“Holders”) each of whom holds
one of a series of the Company’s promissory notes due on April 30, 2008 (“2008 Notes”).



Recitals



A. The Holders have agreed to convert part of the amount due under the 2008 Notes and to exchange
the remaining balance due, after such conversion, for new 10% Notes that will mature on December
31, 2010 (“2010 Notes”).



B. The Company and the Holders desire to set forth their understandings and agreements in
connection with such conversion and exchange.




     NOW, THEREFORE, in consideration of the premises, the Company and the Holders agree as
follows:



     1. Conversion. Subject to the further provisions hereof, each of the Holders agrees
to convert not less than 30% of the principal and interest due under its 2008 Note into shares of
the Company’s common stock at a price per share equal to 111% of the average closing price as
reported on the OTCBB for the 10 Business Days prior to the closing. For purposes hereof, a
“Business Day” shall mean any day other than a Saturday, a Sunday or any other day on which
banking institutions in New York are permitted or required to be closed. Absent written
notification from a Holder that the Holder will convert more than 30% of the amount due under its
2008 Note, such conversion will be effected for 30% of the amount due thereunder. Any such notice
shall be provided within two business days of a Holder’s receipt of the notice from the Company
under Section 3 hereof.



     2. Exchange. Upon the conversion set forth in Section 1 hereof, each Holder will
exchange the remaining balance due under its 2008 Note for a 2010 Note. Such 2010 Note shall be in
the form attached hereto as Exhibit A.



     3. Notice for Conversion and Exchange to Holders. The Company shall provide the
Holders with written notice when, and if, the Company (i) has issued and sold for cash
consideration not less than $1.7 million of the 2010 Notes and (ii) has obtained agreement from
each of the holders of the 6% notes due on December 29, 2008 in the aggregate principal amount of
$4,000,000 to extend the maturity date of such notes to December 31, 2010. The conversion and
exchange as provided in Sections 1 and 2 shall be deemed effective as of the date of the notice.
The Company shall issue and deliver a certificate for the shares issuable in respect of the
aforesaid conversion and an original executed 2010 Note upon the Company’s receipt of the original
2008 Note from a Holder. Failure to deliver a 2008 Note shall in no event affect the conversion
and exchange under this Agreement.



 









 





     4. Prepayment. The Company shall have the right to prepay in full any 2008 Note having
a balance due of not more than $20,000 without having to make prepayment on any of the other 2008
Notes.



     5. Termination. This Agreement shall terminate and be of no further force and effect
if the Company’s notification under Section 3 to the Holders is not provided on or before January
31, 2008.



     6. Entire Agreement. This Agreement, including the exhibit hereto, contains the
complete agreement and understanding between the Company and the Holders with the respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings with
respect to such transactions.



     7. Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, and such counterparts together
shall constitute only one original.



     IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date set forth
opposite their signature.



	 	 	 	 	 	 	 
	 	 	Global Telecom & Technology, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Kevin Welch, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Date of Execution:                                                             	 	 






[Signatures of Holders Appear — Following Pages]




 









 





Signature Page for Holder of a 2008 Note




	 	 	 	 	 
	 

	 	 
	 	  

Print Name of Holder
	 

	 	 
	 	  

	 

	 	 	 	Signature
	 

	 	 
	 	  

Title
	 
	 	 	 	 
	 

	 	 	 	Date of Execution: