sc13dza

0000950133-07-000749.txt : 20070223 0000950133-07-000749.hdr.sgml : 20070223 20070223160156 ACCESSION NUMBER: 0000950133-07-000749 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Telecom & Technology, Inc. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80681 FILM NUMBER: 07645834 BUSINESS ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Mercator Partners Acquisition Corp. DATE OF NAME CHANGE: 20050124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Keenan D Michael CENTRAL INDEX KEY: 0001378390 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 SC 13D/A 1 w30808bsc13dza.htm AMENDMENT NO. 1 sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Global Telecom & Technology, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

378979 10 8

(CUSIP Number)

D. Michael Keenan
Global Telecom & Technology, Inc.
8484 Westpark Drive
Suite 720
McLean, Virginia 22102
Telephone: (703) 442-5500
with a copy to:
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1200
McLean, Virginia 22102
Attention: Mark Wishner
Telephone: (703) 749-1352

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 19, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		378979 10 8


1	NAMES OF REPORTING PERSONS: D. Michael Keenan

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	USA

		7	SOLE VOTING POWER:

NUMBER OF			2,040,000(1)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,040,000(1)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,040,000(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) Includes 1,455,000 shares of common stock issuable upon the exercise of warrants.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Report on Schedule 13D, originally filed on October 25, 2006 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

As of the date of this report, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 2,040,000 shares of Common Stock, which represents approximately 14.1% of the Common Stock outstanding as of February 23, 2007. The Reporting Person has sole power to vote or direct the vote of, and to dispose or direct the disposition of 2,040,000 shares of Common Stock. However, 135,000 shares of Common Stock are subject to an escrow agreement and will be released to the Reporting Person only if and when the indemnity claims of the Issuers, if any, are settled in accordance with the stock purchase agreement relating to the Issuer’s acquisition of GII. Additionally, 870,000 Class W and Class Z warrants are subject to an escrow agreement and will be released to, and exercisable by, the Reporting Person only if and when the conditions set forth in the stock purchase agreement relating to the Issuer’s acquisition of GII are satisfied.

All of the percentages calculated in this statement are based upon an aggregate of 13,030,100 shares of Common Stock outstanding as of October 16, 2006.

Item 6. Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer

The Reporting Person is a party to a stock purchase agreement by and among the Reporting Person, the Issuer and the other stockholders of GII, dated May 23, 2006, as amended by an amendment to stock purchase agreement dated September 25, 2006 (collectively, the “Stock Purchase Agreement”), pursuant to which the stockholders of GII sold all of the capital stock of GII to the Issuer.

In exchange for all of the capital stock of GII, the stockholders of GII received, on a pro-rata basis, consideration with a total estimated value on October 15, 2006 of approximately $25.2 million, consisting of:

	•		$14,000,000 in cash (less approximately $987,000 which was paid to GII option holders in cancellation of their options);

	•		1,300,000 shares of Common Stock;

	•		$4,000,000 in promissory notes with an interest rate of 6%, due on December 29, 2008;

	•		1,450,000 Class W warrants; and

	•		1,450,000 Class Z warrants.

The former GII stockholders holding at least 20% of the shares of Common Stock issued pursuant to the Stock Purchase Agreement are entitled to demand, at any time beginning three months after the closing of the acquisition of GII, that the Issuer register the securities issued by the Issuer pursuant to the Stock Purchase Agreement. In addition, the former GII stockholders have certain “piggyback” registration rights applicable to those securities on any other registration statements that the Issuer may file, subject to certain limitations.

As the sole remedy for most of the indemnity obligations of the former stockholders of GII set forth in the Stock Purchase Agreement, 300,000 shares of Common Stock, including 135,000 of the Shares, are to be held in escrow. Depending on the amount of any paid claims, pending claims or claims that have not been applied against a $200,000 deductible, the Common Stock placed in escrow are to be released to the former GII stockholders on the one year anniversary of the closing.

In addition to the escrow described above, 966,666 of the Class W warrants and 966,666 of the Class Z warrants, including 435,000 of the Class W warrants and 435,000 of the Class Z warrants held by the Reporting Person, are to be placed in escrow by the former GII stockholders pursuant to the Stock Purchase Agreement. The Class W warrants are to be released to the former GII stockholders when a majority of the Class W warrants that were issued and outstanding as of the date of the Stock Purchase Agreement have been exercised, redeemed, or otherwise converted into cash or equity securities. The release of Class W warrants from escrow is to occur earlier in the event that either the Reporting Person or Todd Vecchio is dismissed from employment by the Issuer other than for “cause,” as defined in the employment agreement entered into with the Issuer, or if there is a merger, asset sale or similar transaction that results in a change of control of the Issuer. The Class Z warrants sre to be released to the former GII stockholders when a majority of the Class Z warrants that were issued and outstanding as of the date of the Stock Purchase Agreement have been exercised, redeemed, or otherwise converted into cash or equity securities. The release of Class Z Warrants from escrow is to occur earlier in the event that either the Reporting Person or Todd Vecchio is dismissed from employment by the Issuer other than for “cause” as defined in the employment agreement entered into with the Issuer or if there is a merger, asset sale or similar transaction that results in a change of control of the Issuer.

Page 3 of 6 Pages

The Class W warrants are exercisable for one share of Common Stock. The exercise price for each Class W warrant is $5.00. The Class W warrants became immediately exercisable on October 15, 2006, the date of the closing of the acquisition of GII. The Class W warrants will expire at 5:00 p.m., New York City time, on April 10, 2010 or earlier upon redemption. The Issuer may redeem the outstanding Class W warrants (other than certain warrants held by the Issuer’s officers and directors or their affiliates) with HCFP/Brenner Securities LLC’s prior consent:

	•		in whole and not in part,

	•		at a price of $.05 per warrant,

	•		upon a minimum of 30 days’ prior written notice of redemption, and

	•		if, and only if, the last sale price of the Common Stock equals or exceeds $7.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Issuer sends the notice of redemption.

The Class Z warrants are exercisable for one share of Common Stock. The exercise price for each Class Z warrant is $5.00. The Class Z warrants became immediately exercisable on October 15, 2006, the date of the closing of the acquisition of GII. The Class W warrants will expire at 5:00 p.m., New York City time, on April 10, 2012 or earlier upon redemption. The Issuer may redeem the outstanding Class Z warrants (other than certain warrants held by the Issuer’s officers and directors or their affiliates) with HCFP/Brenner Securities LLC’s prior consent:

	•		in whole and not in part,

	•		at a price of $.05 per warrant,

	•		upon a minimum of 30 days’ prior written notice of redemption, and

	•		if, and only if, the last sale price of the Common Stock equals or exceeds $8.75 per share for any 20 trading days within a 30 trading day period ending three business days before the Issuer sends the notice of redemption.

In connection with the acquisition of GII, and the issuance of the Shares, the Reporting Person entered into a lock-up letter agreement with the Issuer (the “Lock-up Letter”). The Lock-up Letter prohibits the Reporting Person from selling or transferring any of the Shares. Six months after the closing of the acquisition of GII, the Reporting Person may sell or transfer up to 50% of that number of the Shares that would be permitted to be sold pursuant to Rule 145 promulgated under the Securities Act of 1933, as amended, in any consecutive three month period. 18 months following the closing of the acquisition of GII, the Reporting Person may freely sell or transfer the Shares.

The Reporting Person holds 150,000 shares of restricted stock that have not yet vested. The 150,000 shares of restricted stock were granted pursuant to a restricted stock agreement dated as of January 19, 2007 pursuant to the Issuer’s 2006 Employee, Director and Consultant Stock Plan.

Item 7. Material to be Filed as Exhibits


Exhibit 7		Restricted Stock Agreement entered into by the Issuer and Reporting Person dated February 19, 2007

Page 4 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 23, 2007


	D. MICHAEL KEENAN
	By:	/s/ D. Michael Keenan
	Name:	D. Michael Keenan

Page 5 of 6 Pages

EXHIBIT INDEX


Exhibit
Number		Description

7		Restricted Stock Agreement entered into by the Issuer and Reporting Person dated February 19, 2007

Page 6 of 6 Pages

EX-7 2 w30808bexv7.htm EX-7 exv7

_____________________

GLOBAL TELECOM & TECHNOLOGY, INC.
RESTRICTED STOCK AGREEMENT
FOR
D. Michael Keenan
________________________

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of February 19, 2007, by and between Global Telecom & Technology, Inc., a Delaware corporation (the “Company”), and D. Michael Keenan (the “Grantee”).

RECITALS

In consideration of services to be rendered by the Grantee and to provide an incentive to the Grantee to remain employed with or in service to the Company and its Affiliates, it is in the best interests of the Company to make a grant of Restricted Stock to Grantee in accordance with the terms of this Agreement; and

The Restricted Stock is granted pursuant to the 2006 Global Telecom & Technology, Inc. Employee, Director and Consultant Stock Plan (the “Plan”) which is incorporated herein for all purposes. The Grantee hereby acknowledges receipt of a copy of the Plan. Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributable thereto in the Plan.

NOW, THEREFORE, for and in consideration of the mutual premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Award of Restricted Stock. The Company hereby grants, as of February 19, 2007 (the “Date of Grant”), to the Grantee, 150,000 shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Restricted Stock”), which Restricted Stock is and shall be subject to the terms, provisions and restrictions set forth in this Agreement and in the Plan. As a condition to entering into this Agreement, and as a condition to the issuance of the Restricted Stock (or any other securities of the Company), the Grantee agrees to be bound by all of the terms and conditions herein and in the Plan. If the grant of Restricted Stock to Grantee pursuant to this Agreement is not accepted as evidenced by Grantee’s execution below and return of the executed acceptance form to the Company by March 19, 2007, this Agreement shall terminate and Grantee shall no longer have any rights with respect to Restricted Stock pursuant to the terms of this Agreement.

2. Vesting of Restricted Stock.

(a) Except as otherwise provided in Section 3 hereof, the Restricted Stock shall become vested in the following amounts, at the following times and upon the following

conditions (each such date being a “Vesting Date”), provided that the Grantee’s employment or service with the Company and its Affiliates continues through and on the applicable Vesting Date:


Number of Shares of Restricted Stock		Vesting Date
25%		October 16, 2007
25%		October 16, 2008
25%		October 16, 2009
25%		October 16, 2010

(b) Except as otherwise provided in Section 3 hereof, there shall be no proportionate or partial vesting of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of Restricted Stock shall occur only on the applicable Vesting Date.

3. Termination of Service

(a) Upon the termination or cessation of Grantee’s employment or service with the Company and its Affiliates, for any reason whatsoever, any portion of the Restricted Stock which is not yet then vested, and which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be forfeited and become null and void.

(b) Notwithstanding the foregoing, in the event that the Grantee’s employment with or service to the Company and its Affiliates is terminated by the Company without Cause, a portion of the Shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination of the Grantee’s employment with the Company and its Affiliates (the “Date of Termination”), as follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock that shall so vest shall be calculated by (i) multiplying (A) the total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined below), and (ii) subtracting from such product that number of shares of Restricted Stock, if any, otherwise vested as of the Date of Termination pursuant to Section 2(a) hereof. For purposes hereof, the “Applicable Percentage” shall be a fraction, the numerator of which shall be the number of full months during the period beginning on the Date of Grant and ending on the Date of Termination, and the denominator of which shall be 60.

(c) Notwithstanding any other term or provision of this Agreement but subject to the provisions of the Plan, the Administrator shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Grantee and of the Company and its Affiliates, to accelerate the vesting of all or any portion of the Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.

4. Delivery of Restricted Stock. The Company shall make a book entry in its stock ledger for the Restricted Stock registered in the Grantee’s name. Upon vesting, certificates for the Restricted Stock will be issued in the name of the Grantee and shall be delivered to the Grantee’s address on record with the Company or to such other address as the Grantee may instruct the

Company. The Company shall retain the right to determine if any stock certificates issued under the Plan or under this Agreement shall bear a restrictive legend.

5. Rights with Respect to Restricted Stock.

(a) Except as otherwise provided in this Agreement, the Grantee shall have, with respect to all of the shares of Restricted Stock, whether vested or unvested, all of the rights of a holder of shares of common stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of common stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company.

(b) In the event that the Administrator shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below fair market value, or other similar corporate event affects the Common Stock such that an adjustment is required in the number of shares of Restricted Stock in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Administrator shall, in its sole discretion, and in such manner as the Administrator may deem equitable, adjust any or all of the number and kind of shares of Restricted Stock and/or, if deemed appropriate, make provision for a cash payment to the Grantee, provided, however, that, unless the Administrator determines otherwise, the number of shares of Restricted Stock subject to this Award shall always be a whole number.

(c) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company; or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

6. Transferability. Unless otherwise determined by the Administrator, the shares of Restricted Stock are not transferable until and unless they become vested in accordance with this Agreement. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee. Any attempt to effect a Transfer of any shares of Restricted Stock prior to the date on which the shares of Restricted Stock become vested shall be void ab initio. For purposes of this Agreement, “Transfer” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether

similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment.

7. Tax Withholding Obligations.

(a) The Company shall withhold a number of shares of the Company’s common stock (rounded up) otherwise deliverable to the Grantee having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Grantee’s estimated total federal, state and local tax obligations associated with the award or vesting of the Restricted Stock; provided, however, the Grantee may elect, by providing the Company with at least two weeks prior notice, to satisfy such tax withholding obligations by depositing with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions or the like under federal, state or local statute, ordinance rule or regulation in connection with the award or vesting of the Restricted Stock. Alternatively, the Company may, in its sole discretion and to the extent permitted by law, deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.

(b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and payment (or tax liability) obligations.

8. Amendment, Modification and Assignment; Non-Transferability. This Agreement may only be modified or amended in a writing signed by the parties hereto. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement. Unless otherwise consented to in writing by the Company, in its sole discretion, this Agreement (and Grantee’s rights hereunder) may not be assigned, and the obligations of Grantee hereunder may not be delegated, in whole or in part. The rights and obligations created hereunder shall be binding on the Grantee and his heirs and legal representatives and on the successors and assigns of the Company.

9. Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

10. Miscellaneous.

(a) No Right to Continued Employment or Service. This Agreement and the grant of Restricted Stock hereunder shall not confer, or be construed to confer, upon the Grantee: (i) any right to employment or service, or continued employment or service, with the Company or any Affiliate; or (ii) any entitlement to any other form of compensation or participation in any other form of compensation program.

(b) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement shall preclude the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

(c) Severability. If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

(d) No Trust or Fund Created. Neither this Agreement nor the grant of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and the Grantee or any other person. To the extent that the Grantee or any other person acquires a right to receive payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

(e) Electronic Delivery and Signatures. Grantee hereby consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents. If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), Grantee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.

(f) Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without reference to the conflict of laws rules or principles thereof).

(g) Interpretation. The Grantee accepts the Restricted Stock subject to all of the terms, provisions and restrictions of this Agreement and the Plan. Unless a Corporate Transaction shall have occurred, the undersigned Grantee hereby accepts as binding, conclusive

and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement.

(h) Headings. Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

(i) Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary at 8484 Westpark Drive, Suite 720, McLean, Virginia 22102 USA, or if the Company should move its principal office, to such principal office, and, in the case of the Grantee, to the Grantee’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

(j) Non-Waiver of Breach. The waiver by any party hereto of the other party’s prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.

(k) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

* * * * * * * *

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the date first written above.


		GLOBAL TELECOM & TECHNOLOGY, INC.

		By:

		Name:

		Title:

Grantee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement.

GRANTEE:


By:


Date: