Dedigate Registration Rights Agreement



 






EXIBIT
10.2



 




 




 




 




REGISTRATION RIGHTS AGREEMENT




Dated as of August 5, 2005




TERREMARK WORLDWIDE, INC.




and the




HOLDERS (AS DEFINED HEREIN)




 




 




 




 









 








     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
August 5, 2005, among Terremark Worldwide, Inc., a Delaware corporation (the “Company”) and
each of the Holders (as defined herein).



     WHEREAS, Terremark Europe, Inc., a Florida corporation (“Terremark Europe”) and the
Holders are entering into an Agreement for the Sale and Purchase of the Entire Issued Share Capital
of Dedigate N.V. (the “Stock Purchase Agreement”), of even date herewith, pursuant to the
terms of which, Terremark Europe will purchase from the Holders all of the issued and outstanding
share capital of Dedigate N.V. (“Dedigate”); and



     WHEREAS, the Holders will receive in the transaction contemplated by the Stock Purchase
Agreement shares of the common stock, par value $0.001 of the Company, ultimate parent to Terremark
Europe (the “Company Common Stock”); and



     WHEREAS, the resale of the Shares (as defined herein) may require registration under the
Securities Act (as defined herein); and



     WHEREAS, the Company desires to provide certain registration rights to the Holders in order to
induce the Holders to sell their shares in Dedigate to Terremark Europe pursuant to the terms of
the Stock Purchase Agreement.



     NOW, THEREFORE, in consideration of the premises and covenants set forth in the Stock Purchase
Agreement and this Agreement, the parties agree as follows:



     1. Definitions. Terms defined in the Stock Purchase Agreement are used as therein
defined unless otherwise defined in this Agreement. In addition, the following terms shall have
the meanings indicated:



          “Commission” means the Securities and Exchange Commission, or any other federal agency
then administering the Securities Act.



          “Holder” or “Holders” means (i) the Sellers set forth in Schedule A attached
hereto and (ii) any subsequent holder or holders of any of the Shares that remain as “restricted
securities” within the meaning of Rule 144 of the Commission under the Securities Act.



          “Limitation Period” means a 180-day limitation period commencing on the date the
registration statement filed under the terms hereof is declared effective by the Commission.



          “Majority Holders” means Holders who beneficially own a number of Shares equal to
greater than fifty percent (50%) of the aggregate Shares received by the Holders pursuant to the
Stock Purchase Agreement.



          “Shares” mean (i) the shares of the Company Common Stock acquired by the Holders
pursuant to the Stock Purchase Agreement at the Closing, (ii) any additional shares of capital
stock of the Company received as a result of a stock dividend, stock split or other distribution
with respect to any Shares, or (iii) any other shares of capital stock of the Company or any



 









 





successor thereof received with respect to any Shares as a result of any merger,
reorganization or recapitalization.



     2. Registration Rights of the Holders.



          (a) The Company shall file a registration statement (the “Registration Statement”)
with the Commission within 30 days after the date hereof in order to register the resale of all of
the Shares under the Securities Act (the “Registration Statement”). Once effective, the
Company shall continuously maintain the effectiveness of the Registration Statement until the
earlier of (i) date that all of the Shares have been sold or (ii) the date that all of the Shares
may be freely traded without registration under Rule 144 promulgated under the Securities Act. The
Company shall use its commercially reasonable efforts to cause such Registration Statement to
become effective under the Securities Act within 120 days after the date hereof. The Company shall
be obligated to register Shares pursuant to this Section 2(a) only once for the Holders;
provided, however, that such obligation shall be deemed satisfied only when a
registration statement or statements covering all Shares shall have become effective, unless such
registration statement is withdrawn or otherwise fails to become effective at the request of the
Holders.



     3. Reserved.



     4. Registration Procedures.



          (a) In connection with any registration statement filed pursuant to Section 2, the
Company will, as soon as practicable and/or otherwise in accordance with the time periods provided
herein:



               (i) prepare and file with the Commission such registration statement and such amendments and
supplements to such registration statement and the prospectus used in connection therewith
continuously as may be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all Shares covered by such
registration statement, until the earlier of (A) such time as all of such Shares have been disposed
of in accordance with the intended methods of disposition (including methods described in any
amendment or supplement to a prospectus referred to in (ii) below) by the Holder or Holders thereof
set forth in such registration statement or (B) the date that all of the Shares may be freely
traded without registration under Rule 144 promulgated under the Securities Act;



               (ii) furnish to Holders desiring to sell under such registration statement that number of
copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents, as such Holders may reasonably request;



               (iii) use its commercially reasonable efforts to register or qualify the securities covered by
such registration statement under such other securities or blue sky laws of such jurisdictions (not
exceeding five (5) in number in the case of a non-underwritten



-2-









 





offering) as the Majority Holders shall reasonably request, and do any and all other acts and
things that may be reasonably necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the Shares covered by the registration statement;
provided, however, that the Company shall not be obligated, by reason thereof, to
qualify as a foreign corporation, file any general consent to service of process or subject itself
to taxation under the laws of any such jurisdiction;



               (iv) use its commercially reasonable efforts to cause all Shares covered by such registration
statement to be listed on the American Stock Exchange or any other self-regulatory organization or
exchange upon which shares of the Company’s Common Stock are then listed;



               (v) promptly notify each Holder of Shares covered by such registration statement and the
Representative, if any, at any time when a prospectus relating to such registration statement is
required to be delivered under the Securities Act, upon discovery that, or upon the happening of
any event as a result of which, the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, in light
of the circumstances under which they were made. Thereafter, the Company shall use commercially
reasonable efforts to prepare and file with the Commission and furnish to each Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the Company of such securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances under
which they were made; and



               (vi) until any such registration statement is declared effective by the Commission, promptly
provide to the Holders (in accordance with the notice provisions of the Stock Purchase Agreement
and subject to the confidentiality provisions therein) copies of such registration statement and
any related documents filed with the Commission in connection therewith and copies of all
correspondence with or from the Commission relating to the registration statement.



          (b) The Company may require each Holder of Shares as to which any registration is being
effected to (i) furnish the Company such information regarding such Holder and the distribution of
such securities as the Company may from time to time reasonably request in writing and (ii)
otherwise agree to comply with the Securities Act and the Exchange Act in connection with the
registration and distribution of the Shares.



          (c) Upon receipt of any notice from the Company of the happening of any event of the kind
described in clause (v) of Section 4(a) hereof, such Holder will forthwith discontinue such
Holder’s disposition of Shares pursuant to the registration statement relating to such Shares until
such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
clause (v) of Section 4(a) hereof, or until it is advised in writing by the



-3-









 





Company that the use of the applicable prospectus may be resumed, and, if so directed by the
Company, such Holder will promptly deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such Holder’s possession of the prospectus relating to
such Shares current at the time of receipt of such notice. The Company may not cause the cessation
of the sale of shares pursuant to this paragraph for more than an aggregate of 90 days during any
twelve-month period.



          (d) Reserved.



          (e) If the Company suspends a registration statement or requires Holders to cease sales of
Shares pursuant to this Section 4, the Company shall, as promptly as practicable following
the termination of the circumstances that entitled the Company to do so, take such actions as may
be necessary to reinstate the effectiveness of such registration statement and/or give written
notice to all Holders of Shares authorizing them to resume sales pursuant to such registration
statement.



     5. Registration Expenses. The costs and expenses (other than underwriting discount or
commission, and other fees, expenses or costs payable to any underwriter, broker or dealer and such
fees and expenses as state securities officials may require that the Holders pay) of all
registrations and qualifications under the Securities Act, and all other actions that the Company
is required to take or effect pursuant to this Agreement, shall be paid by the Company (including,
without limitation, all registration and filing fees, printing expenses, costs of special audits
incident to or required by any such registration, and fees and disbursements of counsel for the
Company); provided, however, that legal expenses shall be limited to the reasonable
fees of one counsel chosen by the Majority Holders to represent all of the Holders.



     6. Limitation Period. Each Holder agrees by acquisition of the Shares not to engage
prior to the expiration of the Limitation Period in any disposition through sale or other form of
transfer (other than (a) a transfer to such Holder’s spouse, lineal descendants, parents,
grandparents, any family limited partnership, limited liability company or trust or other fiduciary
relationship solely for the benefit of such persons so long as the transferee agrees to be bound by
the provisions of this Section 6 or (b) a transfer to another Holder so long as the
transferee Holder agrees to be bound by the provisions of this Section 6 with respect to
any Shares so transferred) of such number of shares in any given day, when aggregated with sales or
transfers by all other Holders on such day, exceeding twenty percent (20%) of the average daily
trading volume of the Company’s Common Stock reported by the American Stock Exchange during the
calendar week preceding the transfer by such Holder. Notwithstanding the foregoing, Purchaser
agrees that the limitations contained in this Section 6 may be waived by it from time to time (in
its reasonable discretion) in connection with one or more block trades coordinated by Sellers
through a broker-dealer of appropriate size and international standing to which Purchaser consents,
which consent shall not be unreasonably withheld.



-4-









 





     7. Indemnification.



          (a) With respect to the registration of Shares required under Section 2 hereof , the
Holders participating in any sale thereunder shall indemnify and hold harmless the Company, each
person who controls the Company within the meaning of the Securities Act and the officers,
directors, agents and employees of the Company within the meaning of the Securities Act and the
officers, directors, agents and employees of the Company and of each such controlling person, to
the fullest extent permitted by law, against any losses, claims, damages or liabilities, joint or
several, to which the Company or other person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained, on the effective date thereof, in any registration statement under which
an offering of Shares was registered under the Securities Act, in any preliminary prospectus or
final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or (ii) any sale of any
Shares by such Holder pursuant to the registration statement to any person, if such Holder (x)
failed to send or give a copy of the prospectus, as the same may be then supplemented or amended,
to such person within the time required by the Securities Act and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact contained in such prospectus
was corrected in the prospectus, as amended or (y) engaged in such sale in breach of its agreement
pursuant to Section 4(c) hereof. In addition, such Holders will reimburse the Company and
such other persons for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or proceeding; provided
that each Holder will be liable in any such case to the extent, and only to the extent, that any
such loss, claim, damage or liability arises out of or is based upon (A) an untrue statement or
omission or alleged untrue statement or omission made in such registration statement, said
preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity
with written information furnished by such Holder as a selling shareholder specifically for use in
the preparation thereof or (B) sales of any Shares as described in clause (ii) above by such
Holder. Notwithstanding the provisions of this Section 7(a), no Holder shall be liable for
any amount under this Section 7(a) that is in excess of the amount by which the total
proceeds received by such Holder from the sale of such Holder’s Shares exceeds the amount of any
damages that such Holder may otherwise be liable for hereunder.



          (b) The Company shall indemnify and hold harmless the Holders and each underwriter, within the
meaning of the Securities Act, who may purchase from or sell for any Holder, any Shares, from and
against any and all losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in any registration statement filed by the Company under the Securities Act
with respect to the registration of the Shares, any post-effective amendment to such registration
statements, or any prospectus included therein or caused by any omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission based upon information furnished or required to be furnished in
writing to the Company by the Holders or



-5-









 





underwriter expressly for use therein, which indemnification shall include each person, if
any, who controls any Holder or underwriter within the meaning of the Securities Act and each
officer, director, employee and agent of each Holder and underwriter; provided, however, that the
indemnification in this Section 7(b) with respect to any prospectus shall not inure to the
benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or
underwriter) on account of any such loss, claim, damage or liability arising from the sale of
Shares by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue
statement or omission in such earlier prospectus was provided to such Holder or underwriter by the
Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the
Holder or underwriter to the Company prior to such sale and provided further, that the Company
shall not be obligated to so indemnify any Holder or any such underwriter or other person referred
to above unless the Holder or underwriter or other person, as the case may be, shall at the same
time indemnify the Company, its directors, each officer signing the any registration statement
filed under this Agreement and each person, if any, who controls the Company within the meaning of
the Securities Act, from and against any and all losses, claims, damages and liabilities caused by
any untrue statement of a material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Agreement or caused by any omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or omission based upon information furnished in writing to the Company by the Holder or
underwriter expressly for use therein.



     8. Conduct of Indemnification Proceedings. If any person shall be entitled to
indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt
notice to the party from which such indemnity is sought (the “indemnifying party”) of any
claim or of the commencement of any proceeding with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, however, that the delay
or failure to so notify the indemnifying party shall not relieve the indemnifying party from any
obligation or liability except to the extent that the indemnifying party has been materially
prejudiced by such delay or failure. The indemnifying party shall have the right, exercisable by
giving written notice to an indemnified party promptly after the receipt of written notice from
such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense,
the defense of any such claim or proceeding, with counsel reasonably satisfactory to such
indemnified party; provided, however, that (i) an indemnified party shall have the
right to employ separate counsel in any such claim or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless: (A) the indemnifying party agrees to pay such fees and expenses; (B) the indemnifying
party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel
reasonably satisfactory to such indemnified party; or (C) the named parties to any proceeding
(including impleaded parties) include both such indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel that there may be one or more legal
defenses available to it that are inconsistent with those available to the indemnifying party or
that a conflict of interest is likely to exist among such indemnified party and other indemnified
parties (in which case the



-6-









 





indemnifying party shall not have the right to assume the defense of such action on behalf of
such indemnified party); and (ii) subject to clause (C) above, the indemnifying party shall not, in
connection with any one such claim or proceeding of separate but substantially similar or related
claims or proceedings in the same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one firm of attorneys (together
with appropriate local counsel) at any time for all of the indemnified parties, or for fees and
expenses of counsel for an indemnified party that are not reasonable. Whether or not such defense
is assumed by the indemnifying party, such indemnified party shall not be subject to any liability
for any settlement made without its consent. The indemnifying party shall not consent to entry of
any judgment or enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such indemnified party of a release, in form and
substance reasonably satisfactory to the indemnified party, from all liability in respect of such
claim or litigation for which such indemnified party would be entitled to indemnification
hereunder.



     9. Contribution. If the indemnification provided for in this Agreement is unavailable
to an indemnified party in respect of any losses, claims, damages or liabilities (“Losses”)
(other than in accordance with its terms), then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such indemnifying party, on
the one hand, and indemnified party, on the other hand, shall be determined by reference to, among
other things, whether any action in question, including any untrue statement of a material fact or
omission or alleged omission to state a material fact, has been taken by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to
include any legal or other fees or expenses incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable considerations referred to
in the immediately preceding sentence. Notwithstanding the provisions of this Section 9,
an indemnifying party that is a Holder shall not be required to contribute any amount that is in
excess of the amount by which the total proceeds received by such indemnifying party from the sale
of Shares held by such party exceeds the amount of any damages that such indemnifying party has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission or sale of such Shares. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



     10. Priority. The indemnification provisions contained in this Agreement shall
supersede the general indemnification provisions in the Stock Purchase Agreement.



-7-









 





11. Penalties for Company’s Failure to Comply. 




     In the event that (i) the Company fails to file the Registration Statement with the Commission
within 30 days of the date of this Agreement or (ii) the Company fails to cause the Commission to
declare the Registration Statement effective within 120 days of the date of this Agreement or to
maintain the effectiveness of the Registration Statement until the earlier of (x) the date that all
of the Shares have been sold or (y) the date that all of the Shares may be freely traded without
registration under Rule 144 promulgated under the Securities Act (provided in each that such
failure is not caused by the Holders), then the Company shall pay to the Holders liquidated damages
for each month that such default remains uncured of: (a) $50,000 for the first month that such
default remains uncured; (b) $75,000 for the second month that such default remains uncured; and
(c) $100,000 per month for each month that such default remains uncured thereafter, in each such
case calculated on a pro rata basis to the date on which such default is cured. Any amounts to be
paid as liquidated damages shall be paid in cash monthly in arrears on or before the 30th day
following the end of the month or partial month to which they relate.



     12. Amendments. This Agreement may be amended only upon the prior written
consent of the Company, the Seller’s Representative and the Insider Shareholders’ Representative
(as defined in the Stock Purchase Agreement). Each Holder at the time or thereafter outstanding
shall be bound by any consent authorized by this Section 12, whether or not such Shares
shall have been marked to indicate such consent.



     13. Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in the manner provided in the Stock Purchase Agreement.



     14. Assignment. This Agreement shall be binding upon and inure to the benefit of and
shall be enforceable by the Holders, by virtue of their receipt of the Company Shares pursuant to
the Stock Purchase Agreement, and by the Company and its respective successors and assigns;
provided that, with respect to a Holder who is a transferee or assignee of an
original Holder of Shares, (i) such transfer is effected in accordance with applicable securities
law, (ii) the Company is given written notice of such assignment contemporaneous with such
assignment or promptly thereafter, and (iii) the transferee or assignee by written agreement
acknowledges that he is bound by the terms of this Agreement.



     15. Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. One or
more counterparts of this Agreement may be delivered via telecopier, with the intention that they
shall have the same effect as an original counterpart hereof.



     16. Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



-8-









 





     17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



     18. Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     19. Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Shares. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject
matter.



     20. Dispute Resolution. Other than with respect to injunctive or equitable relief
sought by any party to this Agreement, all disputes arising after the date hereof in connection
with this Agreement shall be finally settled under the then existing Rules (the “Rules”) of
Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) by one
(1) arbitrator which the Majority Holders and the Company shall agree upon from a list provided by
the ICC in accordance with the Rules. In the event of failure of the parties hereto to agree to
the appointment of an arbitrator within ten (10) days after the commencement of the arbitration
proceeding, such arbitrator shall be appointed by the ICC in accordance with the Rules. Any such
arbitration shall be held in Brussels, Belgium pursuant to the Laws of Florida unless the parties
hereto mutually agree in writing upon some other location for arbitration. The arbitrators shall
not be empowered to award punitive, exemplary and/or consequential damages to any party. There
shall be no consolidation of this arbitration with any other dispute or proceeding involving third
parties. The provisions of this Agreement shall prevail in case of inconsistency between the Rules
and this Agreement. Any award rendered by the arbitrator shall be in writing, setting forth the
reasons for the award, and shall be the final disposition on the merits, and the parties agree to
execute such award. In the event that one of the parties hereto fails to execute the arbitrator’s
award, the other party may turn to a court of competent jurisdiction with a petition to issue a
decision on the execution of the arbitrator’s award. The award of the arbitrator may be,
alternatively or cumulatively, for monetary damages or an order requiring the performance of
obligations (including specific performance or injunctive relief) or any other appropriate order or
remedy.



[Signature Pages To Follow]




-9-









 








     IN
WITNESS WHEREOF, the parties have executed this Agreement by
their duly authorized representatives as of the date set forth in the
first paragraph.



	 	 	 	 	 
	 	SELLERS:

 	 
	 	/s/ Herman Oggel
 	 
	 	Herman Oggel      	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Kristof De Spiegeleer	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Joost Metten 	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Wouter Van Eetvelde 	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Jean-Bernard Everaert 	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Kurt Glazemakers 	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Paul-Richard Hellemans 	 
	 	 	 
	 
	 	 	 
	 	/s/ Herman Oggel, Proxy Holder
 	 
	 	Name: Kester Goh 	 
	 
	 	Big Bang Ventures C.V.A.

 	 
	 	 	 
	 	 	 
	 	By:  	
/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 
	 	Big Bang Management C.V.B.A.

 	 
	 
	 	 	 
	 	By:  	                                               /s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder 	 



-10-









 







	 	 	 	 	 
	 	Koceram N.V.

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 
	 	Partech Europe Partners IV LLC

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 
	 	KBC Private Equity N.V.

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder 	 
	 
	 	DMS N.V.

 	 
	 	By:  	/s/
Herman Oggel
 	 
	 	 	Name:  	Herman Oggel 	 
	 	 	Its: Proxy Holder	 
	 
	 	NIBC Principal Instruments I N.V.

 	 
	 	By:  	/s/
Joris De Meester
 	 
	 	 	Name:  	Joris De Meester 	 
	 	 	Its: Proxy Holder	 
	 
	 	PIV IV LP

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 	 	 	 
	 



-11-









 






	 	 	 	 	 
	 	Nesbic Converging Technologies & e-Commerce (Cte)

Fund II BV

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder
	 
	 	Nesbic Converging Technologies
& e-Commerce (Cte)

Fund II CV
 	 
	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder

	 
	 	Stichting Beheer Friends of Cte II

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 	 	 	 
	 
	 	Trustcapital Technology NV

 	 
	 	By:  	/s/ Barend Van Den Brande
 	 
	 	 	Name:  	Barend Van Den Brande 	 
	 	 	Its: Proxy Holder	 
	 
	 	i7C GCV

 	 
	 	By:  	/s/
Herman Oggel
 	 
	 	 	Name:  	Herman Oggel 	 
	 	 	Its: Proxy Holder	 
	 
	 	Oggel Management Consulting B.V.

 	 
	 	By:  	/s/ Herman Oggel
 	 
	 	 	Name:  	Herman Oggel 	 
	 	 	Its: Proxy Holder	 
	 
	 	PURCHASER:





TERREMARK EUROPE, INC.

 	 
	 	By:  	/s/
Jose Segrera
 	 
	 	 	Name:  	Jose Segrera 	 
	 	 	Its:       Executive Vice President and Chief
Financial Officer 	 
	 
	 	FOR AGREEMENT:





TERREMARK WORLDWIDE, INC.

 	 
	 	By:  	/s/
Jose Segrera
 	 
	 	 	Name:  	Jose Segrera 	 
	 	 	Its:       Executive Vice President and Chief
Financial Officer 	 



-12-









 






	 	 	 	 	 



Schedule A




Holders




Mr. Kristof De Spiegeleer




DMS NV




Mr. Joost Metten




Mr. Wouter Van Eetvelde




Mr. Jean-Bernard Everaert




Mr. Herman Oggel




NIBC Principal Instruments I NV




Big Bang Ventures C.V.A.




Big Bang Management C.V.B.A.




Partech Europe Partners IV LLC




PIV IV LP




Nesbic Converging Technologies & e-Commerce (Cte) Fund II BV




Nesbic Converging Technologies & e-Commerce (Cte) Fund II CV




Stichting Beheer Friends of Cte II




KBC Private Equity NV




Trustcapital Technology NV




Koceram NV




Kurt Glazemakers




I7C GCV




Paul-Richard Hellemans




Kester Goh




Oggel Management Consulting BV





-13-