Terremark Worldwide, Inc.

Approximate date of commencement of proposed sale to the public: From time to time or at one time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The selling stockholder named on page 9 may offer for sale up to 21,178,589 shares of our common stock, 17,648,824 of which are outstanding and 3,529,765 of which may be issued as a result of the exercise of warrants held by the selling stockholder.

We will not receive any proceeds from the sale of the shares by the selling stockholder.

The selling stockholder may sell, directly or through one or more underwriters, brokers, dealers or agents in one or more transactions in the market, all or a portion of the securities offered. Any underwriters, brokers, dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of shares for whom they may act as agent. This compensation may be in excess of those customary in the types of transactions involved. See “Plan of Distribution.”

Our common stock is listed on the American Stock Exchange under the symbol “TWW.” On July 22, 2002, the closing price of the common stock was $0.64 per share.

These securities involve a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus contains certain “forward-looking statements” based on our current expectations, assumptions, and estimates about us and our industry. These forward-looking statements involve risks and uncertainties. Words such as “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “will,” “may,” and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described in “Risk Factors” and elsewhere in this prospectus. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

We are an internationally recognized multinational facilitator of Internet connectivity and provider of Internet infrastructure and managed services. We are the owner and operator of the NAP of the Americas, the fifth Tier-1 Network Access Point in the world. The NAP of the Americas, the first TerreNAP^(SM) Data Center, and the only carrier-neutral Tier-1 Network Access Point, or NAP, is located in Miami, Florida and provides peering, colocation and managed services to carriers, Internet service providers, and other Internet companies and enterprises.

The NAP of the Americas provides a neutral connection point where telecommunications carriers can establish connections between and among their networks to exchange Internet traffic either on a settlement-free basis (a process known as “peering”) or for a fee (known as “transit”), and can purchase capacity from each other. The NAP of the Americas also provides premium-class space where carriers, Internet Service Providers, Application Service Providers, content providers, Internet businesses, telecommunications providers and enterprises house their equipment and their network facilities in order to be close to the traffic exchange connections that take place at the NAP. This is known as colocation. In addition, the NAP of the Americas provides a menu of related managed services, such as a meet-point rooms, power management, and managed router services. We believe that the NAP of the Americas is becoming a primary channel of Internet traffic from Central and South America and the Caribbean to North America and Europe.

In February 2002, we entered into an agreement with Fundacao de Amparo a Pesquisa do Estado de São Paulo, the research foundation for the State of Sao Paulo, to operate and manage Brazil’s premier NAP created by FAPESP, which we have renamed the NAP do Brasil. Pursuant to the twenty year agreement, FAPESP turned over the exchange point to Terremark, which we will enhance and intend to move to new facilities modeled after the operational design of the NAP of the Americas within the next 12 months. FAPESP will receive 6% of the revenue generated by the enhanced NAP do Brazil for the first five years of operation, 5% during the following five years, and 1% during the last ten years. The term may be extended for an additional ten-year period, during which FAPESP would again receive 1% of revenues.

In June 2002, we entered into an exclusive agreement with the Comunidad Autonoma de Madrid to develop and operate carrier-neutral network access points in Spain. As part of that agreement the parties formed NAP de las Americas — Madrid S.A. to own and operate carrier-neutral NAPs in Spain, modeled after the NAP of the Americas. The shareholders in this new company are the Instituto Madrileno de Desarrollo — IMADE, the Camara Oficial de Comercio e Industria de Madrid, Red Electrica Telecomunicaciones, S.A., Telvent Desarrollos S.A., a subsidiary of Abengoa S.A., and Centro de Transportes de Coslada, S.A. At the time the NAP de las Americas — Madrid S.A. was formed we owned 1% of its equity, which we subsequently increased to 10%. We also have the option to purchase up to another 30% of the shares owned by the Comunidad and the Camara at cost, plus interest at the London Interbank Offered Rate. We will provide the technical and operational know-how for the development of an interim NAP which should be operational during the summer of 2002. Based on our expertise in designing, engineering, constructing and operating Tier-1 carrier-neutral NAPs, we will work with NAP de Las Americas — Madrid S.A. to select a permanent site, design the Madrid NAP and operate the business going forward.

We continue to explore other locations and have targeted Mexico as a prospective hub city in Latin America for expansion.

On July 19, 2002, we exercised our right to require TD Global Finance, an Irish unlimited liability investment company, to purchase 17,648,824 shares of our common shares for $10.2 million. We refer to TD Global Finance as “TD” in this prospectus. We will receive payment when the registration statement of which this prospectus is a part becomes effective. We also issued warrants to purchase 3,529,765 shares of our common stock to TD Global Finance. We will use the payment for the shares and the proceeds

We were founded in 1982. On April 28, 2000, Terremark Holdings, Inc. completed a reverse merger with AmTec, Inc., a public company. Contemporaneous with the reverse merger we changed our corporate name to Terremark Worldwide, Inc. and adopted “TWW” as our trading symbol on the American Stock Exchange. Historical information of the surviving company is that of Terremark Holdings, Inc.

Our principal executive office is located at 2601 S. Bayshore Drive, Miami, Florida 33133. Our telephone number is (305) 856-3200.

The shares being registered consist of 17,648,824 shares of our common stock issued to TD under the terms of the put and warrant purchase agreement, dated April 10, 2002, between us and TD. We are also registering 3,529,765 shares of our common stock which may be issued upon exercise of warrants that we have issued to TD.

These securities are speculative in nature, involve a high degree of risk, and should not be purchased by anyone who cannot afford the loss of his or her entire investment. Prior to making an investment decision with respect to these securities, you should carefully consider, along with the other matters discussed in this prospectus, the risk factors set forth below. If any of the following risks actually occur, our business, financial condition, results of operations and prospects may be seriously harmed and the trading price of our common stock may decline. If any of these things happen, you may lose all or part of your investment.

Our independent auditors have issued a report dated July 12, 2002 stating that our recurring losses from operations and net liquidity deficit raise substantial doubt as to our ability to continue as a going concern. Our consolidated financial statements as of fiscal year-end March 31, 2002 have been prepared on the assumption that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Investors in our securities should review carefully our financial statements and the report of our independent accountants thereon.

Our ability to continue as a going concern is dependent on several factors, including our ability to raise additional debt and capital. During the fiscal year ending March 31, 2003, $93.1 million of our liabilities, including notes, construction and other trade payables will come due. We had a net working capital deficit of approximately $89.0 million and stockholders deficit of approximately $49.3 million at March 31, 2002 and incurred a net loss of approximately $57.4 million for the twelve-months then ended. This loss is the result of:


	•	non-cash items, including impairment charges of long-lived assets of approximately $19.0 million, and depreciation and amortization expense of approximately $7.3 million;

	•	interest expense of approximately $9.7 million;

	•	approximately $14.6 million of expenses generated from the start-up and operations of the NAP of the Americas; and

	•	not generating sufficient revenue during the year to support the increase in infrastructure.

During the year ended March 31, 2002, we met our liquidity needs primarily through obtaining additional debt financing and the issuance of equity interests. Some of our debt financing was either provided by or guaranteed by a principal executive officer. We also successfully shut down or disposed of our remaining non-core operations and implemented a series of expense reductions. We expect that we will need an infusion of cash to fund our business operations during the next fiscal year. Our current liquidity needs are primarily related to repayment of our construction payables, other payables and debt and to support operations. We have developed a plan to continue operating through the year ended March 31, 2003, which assumes the sale of shares pursuant to the put and warrant agreement and receipt of payment for the shares. Actual additional funding requirements are dependent upon our ability to meet expectations and will be significantly impacted if some or all of the following assumptions underlying the expectations are not met:


	•	signing of additional customer contracts at NAP of the Americas;

	•	restructuring of $23.7 million of construction payables into long-term payables or equity or a combination thereof;

	•	no funding under any of our guarantees; and

	•	restructuring of our $48 million credit facility.

We have identified additional potential customers and are actively marketing to them available services in the NAP of the Americas. Our plan is predicated on obtaining additional customer contracts by March 31, 2003, which on an annual basis will generate revenues of approximately $20 million. We have also been pursuing and continue to seek sources of additional debt and equity financing. We are actively

engaged in discussions with certain vendors to restructure the terms of our construction payable obligations. Our failure to obtain adequate terms from creditors and additional debt or equity financing and meet this plan will result in liquidity problems and require us to curtail, in whole or in part, current operations. There can be no assurances that our plan will be adequately implemented in the time frame contemplated, even if such funds are obtained. Further, any additional equity financing, if obtained, will be dilutive to existing stockholders. As a result of these matters, substantial doubt exists about our ability to continue as a going concern.

The deployment of our TerreNAP(SM) Data Center strategy will require us to expend substantial resources for leases, improvements of facilities, purchase of complementary businesses, assets and equipment, implementation of multiple telecommunications connections and hiring of network, administrative, customer support and sales and marketing personnel. In general, we expect that it may take us a significant period of time to select the appropriate location for a new TerreNAP(SM) Data Center, construct the necessary facilities, install equipment and telecommunications infrastructure and hire operations and sales personnel. The failure to generate sufficient cash flows or to raise sufficient funds may require us to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities, making it difficult for us to generate additional revenue and to respond to competitive pressures.

Expenditures commence well before a TerreNAP(SM) Data Center opens, and it may take an extended period for us to approach break-even capacity utilization. As a result, we expect that individual TerreNAP(SM) Data Centers will experience losses for more than one year from the time they are opened. If we do not attract customers to new TerreNAP(SM) Data Centers in a timely manner, or at all, our business would be materially adversely affected. Growth in the number of our TerreNAP(SM) Data Centers is likely to increase the amount and duration of losses.

To date, we have funded our operations through private debt and equity offerings. However, because we have not yet achieved positive cash flow from our operations, we will continue to require capital support until we are cash flow positive.

The nature of our operations changed subsequent to our April 28, 2000 merger with AmTec, Inc. Our operations continue to evolve as we develop our Internet infrastructure and managed services business. We began offering Internet infrastructure and managed services in 2001. Due to our short operating history, our business model is still evolving. Consequently, we believe that period-to-period comparisons of our results of operation may not be necessarily meaningful and should not be relied upon as indicators of future performance. We have experienced revenue growth in the recent period, but this growth may not be indicative of our future operating results. Many of the factors that could cause our operating results to fluctuate significantly in the future are beyond our control. We believe that we will continue to experience net losses on a quarterly and annual basis for the foreseeable future. We may also use significant amounts of cash and/or equity to acquire complementary businesses, products, services or technologies.

The market for Internet infrastructure services has only recently begun to develop, is evolving rapidly and likely will be characterized by an increasing number of market entrants. There is significant uncertainty regarding whether this market ultimately will prove to be viable or, if it becomes viable, that it will grow. Our future growth, if any, will be dependent on the willingness of carriers to peer and colocate within our facilities, enterprises to outsource the system and network management of their mission-critical Internet operations and our ability to market our services in a cost-effective manner to a sufficiently large number of those potential customers. There can be no assurance that the market for our services will develop, that our services will be adopted or that businesses, organizations or consumers will use the Internet for commerce and communication. If this market fails to develop, or develops more slowly than expected, or if the our services do not achieve market acceptance, our business, results of operations and financial condition would be materially and adversely affected.

We intend to allocate our financial resources to activities that are consistent with our strategy of developing and operating TerreNAP(SM) Data Centers, including the NAP of the Americas. We have therefore implemented a policy of reducing expenditures in areas that are not consistent with that

objective. However, the development of the NAP of the Americas and other TerreNAP(SM) Data Centers will require substantial capital resources. We are exploring various alternatives, including the raising of debt and equity both in private and public markets and obtaining financing from our vendors. In the event that we are unsuccessful in obtaining sufficient financial resources to permit us to fully implement our proposed plans, we will consider various alternatives, including possible joint ventures and reducing the scale or deferring implementation of proposed projects. However, there is no assurance that we will have the funds necessary to discharge our obligations associated with operating the NAP of the Americas or developing and operating other TerreNAP(SM) Data Centers.

The expansion of our operations through the opening of additional TerreNAP(SM) Data Centers in emerging markets is part of our strategy. To expand successfully, we must be able to assess markets, locate and secure new TerreNAP(SM) Data Center sites, install hardware, software and other equipment in and develop TerreNAP(SM) Data Center facilities, and attract carriers, Internet service providers and other customers to the new locations. To manage this expansion effectively, we must continue to improve our operational and financial systems and expand, train and manage our employee base and build a menu of managed services. We anticipate continuing to make significant investments in the NAP of the Americas and new TerreNAP(SM) Data Centers and network infrastructure, product development, sales and marketing programs and personnel. Our inability to establish additional TerreNAP(SM) Data Centers or effectively manage our expansion would have a material adverse effect upon our business. Furthermore, if we were to become unable to continue leveraging third-party products in our services offerings, our product development costs could increase significantly. Finally, several of our customers are emerging growth companies that may have negative cash flows, and there is the possibility that we will not be able to collect receivables on a timely basis.

We expect to continue to make additional significant investments in sales and marketing and the development of new services as part of our expansion strategy. We will incur further expenses from sales personnel hired to test market our services in markets where there is no TerreNAP(SM) Data Center. In addition, we typically experience a lengthy sales cycle for our services, particularly given the importance to customers of securing Internet connectivity for mission-critical operations and the need to educate certain customers regarding TerreNAP(SM) Data Center, and benefits of colocation and Internet connectivity services. The rate of growth in our customer base and the length of the sales cycle for our services may cause significant adverse results to our business, and our financial condition would be materially and adversely affected. Due to the typically lengthy sales cycle for our services, our expenses may occur prior to customer commitments for our services. There can be no assurance that the increase in our sales and marketing efforts will result in increased sales of our services.

Our success is substantially dependent on the continued growth of our customer base and the retention of our customers. Our ability to attract new customers will depend on a variety of factors, including the willingness of carriers to peer at our facilities, the willingness of businesses to outsource their mission-critical Internet operations, the reliability and cost-effectiveness of our services and our ability to effectively market such services. We intend to develop alternative distribution and lead generation relationships with potential channel partners. Any failure by us to develop these relationships could materially and adversely impact our ability to generate increased revenues, which would have a material adverse effect on our business, results of operations and financial condition.

We depend on a limited number of third party suppliers for key components of our infrastructure, and the loss of one or more suppliers may slow our growth or cause us to lose customers. For example, the flywheel electrical generators that we use for power backup at the NAP of the Americas and the routers used as part of our peering infrastructure, that, are available only from sole or limited sources in the quantities and quality demanded by us. We purchase these components and technology assistance pursuant to short term agreements with our infrastructure contractors. We do not carry inventories of components and we have no guaranteed supply or service arrangements with any of these vendors. Any failure to obtain required products or services on a timely basis, at an acceptable cost would impede the growth of our business, causing our financial condition to be materially and adversely affected. In addition,

We conduct business internationally. Accordingly, our future operating results could be materially adversely affected by a variety of factors, some of which are beyond our control, including currency exchange fluctuation, longer accounts receivable payment cycles and difficulty in collections, and in managing operations, taxes, restrictions on repatriation of earnings, regulatory, political or economic conditions in a specific country or region, trade protection measures and other regulatory requirements.

The market for Internet infrastructure services is extremely competitive and subject to rapid technological change. Many companies have announced that they will begin to provide or plan to expand their service offerings to compete with our services. We expect to encounter increased competition in the future due to increased consolidation and the development of strategic alliances in the industry. In addition, we will compete with foreign service providers as we expand internationally and as these service providers increasingly compete in the United States market. The principal competitive factors in our market include:


	•	ability to deliver services when requested by the customer;

	•	Internet system engineering and other professional services expertise;

	•	customer service;

	•	network capability, reliability, quality of service and scalability;

	•	variety of managed services offered;

	•	access to network resources, including circuits, equipment and interconnection capacity to other networks;

	•	broad geographic presence;

	•	price;

	•	ability to maintain and expand distribution channels;

	•	brand name recognition;

	•	timing of introductions of new services;

	•	physical and network security;

	•	financial resources; and

	•	customer base.

Our current and potential competitors include: providers of data center services; global, regional and local telecommunications companies and Regional Bell Operating Companies; and information technology outsourcing firms. Some of our competitors, particularly the global telecommunications companies that have begun, or intend to begin, providing data center services, have substantially greater resources, more customers, longer operating histories, greater name recognition, and may have more established relationships in the industry than we do. As a result, these competitors may be able to develop and expand their Internet infrastructure services faster, devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can. In addition, these competitors have entered and will likely continue to enter into business relationships to provide additional services that compete with the services we provide.

We believe our market is likely to consolidate in the near future, which could result in increased price and other competition. Some of our competitors may be able to provide customers with additional benefits relating to the customer’s Internet system and network management solutions, including reduced local and long distance communications costs, which could reduce the overall costs of their services relative to ours. We may not be able to offset the effects of any price reductions.

As we expand our operations in markets outside the United States, we will also encounter new competitors and competitive environments. Our foreign competitors may enjoy a government-sponsored monopoly on telecommunications services essential to our business, and will generally have a better understanding of their local industry and longer working relationships with local infrastructure providers.

We believe that we have certain competitive advantages but there are few barriers to entry. We are recognized by industry members as one of five owners/ operators of Tier-1 NAP in the US. None of the other four Tier-1 NAPs offer Class A1+ space immediately adjacent to the peering point as well as managed services. In addition, we are the only carrier-neutral NAP. Nevertheless, there are few substantial barriers to entry to the colocation and managed services market, and we expect to face additional competition from existing competitors and new market entrants in the future.

We are dependent on key personnel. We are highly dependent on the services of Manuel D. Medina, our Chairman. The loss of Mr. Medina could materially harm our business. Our potential growth and expansion and the merger and integration of separate businesses, are expected to place increased demands on our management skills and resources. We cannot assure you that we will be able to retain and attract skilled and experienced management. The failure to attract and retain personnel could materially harm our business and impair the price of our stock.

If our shares are delisted from the American Stock Exchange, we may apply to have our shares quoted on Nasdaq’s Bulletin Board or in the “pink sheets” maintained by the National Quotation Bureau, Inc. The Bulletin Board and the “pink sheets” are generally considered to be less efficient markets than the American Stock Exchange on which the shares are currently traded. In addition, if our shares are no longer listed on the American Stock Exchange or another national securities exchange in the United States, our shares may be subject to the “penny stock” regulations. If our shares are delisted from the American Stock Exchange, our stockholders could find it difficult to sell our stock and the price of our stock could be adversely affected.

You should not expect to receive dividends on our common stock. We have not paid dividends on our common stock to date and have no plans for paying dividends on the common stock in the foreseeable future. We have certain obligations to pay dividends in kind, which may be paid, at our option, in common stock to holders of the Series G and Series H preferred shares. Except for those dividends on the shares of issued and outstanding preferred stock, and cash or in-kind dividends that we may pay on other preferred stock that may be issued in the future that require dividends, we intend to retain any earnings to pay for the expansion of our business. In addition, covenants in our financing agreements prohibit the payment of dividends.

We could pay additional taxes because our operations are subject to various foreign taxes. We structure our operations based on assumptions about various tax laws, U.S. and international tax treaty developments, international currency exchange and capital repatriation laws and other relevant laws of a variety of non-U.S. jurisdictions. Taxing or other authorities might not reach the same conclusions we reach. We could suffer adverse tax and other financial consequences if our assumptions about these matters are incorrect or the relevant laws are changed or modified.

Distributions and other payments from our subsidiaries and affiliates may be subject to foreign taxes, reducing our earnings. Distributions of earnings and other payments, including interest, we receive from our subsidiaries and affiliates may be subject to withholding taxes imposed by the jurisdictions in which these entities are formed or operating. These taxes would reduce the amount of after-tax cash we would receive from these entities.

Our customer service could suffer if we are unable to obtain satisfactory services from local communications providers, which could adversely affect our ability to compete. We depend on local carriers to provide various communications services to us and to our customers. We have from time to time had delays in receiving these communications services. We may not be able to obtain these services on the scale and within the time required by us at an affordable cost, or at all. If adequate services are not

Recent terrorist activity in the United States and the military action to counter terrorism could adversely impact our business. The September 11, 2001 terrorist attacks in the United States, the ensuing declaration of war on terrorism and the continued threat of terrorist activity and other acts of war or hostility appear to be having an adverse effect on business, financial and general economic conditions in the U.S. These effects may, in turn, result in increased costs due to the need to provide enhanced security, which would have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, our ability to raise capital and the operation and maintenance of our NAP facilities.

Our business could be harmed by prolonged electrical power outages or shortages, or increased costs of energy. Our NAP facilities are susceptible to regional costs of power, electrical power shortages and planned or unplanned power outages caused by these shortages. A power shortage may result in an increase of the cost of energy, which we may not be able to pass on to our customers. We attempt to limit exposure to system downtime by using backup generators and power supplies. Power outages, which last beyond our backup and alternative power arrangements, could harm our customers and our business.

In order to provide a possible source of funding for our current activities, on April 10, 2002, we entered into an put and warrant purchase agreement with TD.

Under the agreement, we had an option to put to TD up to $10.2 million in aggregate value of our shares of common stock, at a per share value equivalent to 86.7% of the lower of the closing price of the stock as quoted by the American Stock Exchange on the day the option was exercised or the average of the highest and lowest traded price of the stock on the American Stock Exchange plus 1.0%. The closing price of our common stock on July 19, 2002, the day that we exercised the option, was $0.70. However, because the average plus 1.0% was $0.67, the price per share at which we exercised the put was $0.58, which was calculated by multiplying $0.67 by 86.7%. The number of shares that we actually put to TD was 17,648,824.

In connection with the agreement, we issued TD three call warrants that grant TD the right to purchase additional shares in an aggregate amount equal to 20% of the shares sold to TD under the put option. Each call warrant will expire on January 18, 2003. The warrants may be exercised in any order. The strike prices at which the call warrants are exercisable and the number of shares for which they are exercisable are as follows:


	•	$0.67 which is equal to the price at which the shares were put to TD on the option exercise date for 1,176,589 shares;

	•	$0.77 which is a 15% premium above the price at which the shares were put to TD on the option exercise date for 1,176,588 shares; and

	•	$0.57 which is a 15% discount from the price at which the shares were put to TD on the option exercise date for 1,176,588 shares.

We are registering 17,648,824 shares of our common stock issued to TD under the put option and 3,529,765 shares underlying the call warrants that have been granted to TD. All 21,178,589 shares are covered by this prospectus and may be offered for sale from time to time during the period the registration statement remains effective, by or for the account of TD.

We have agreed to use commercially reasonable efforts to cause the registration statement of which this prospectus is a part to be effective no later than October 18, 2002 and to remain effective for at least 120 days. We have also agreed to prepare and file amendments and supplements to the registration

statement as may be necessary to comply with applicable securities laws for 120 days. We have agreed to bear the expenses of registering the shares, including TD’s legal fees of $20,000, but not the expenses associated with selling the shares, such as broker discounts and commissions. If despite our commercially reasonable efforts, we are unable to effect the registration of the shares before October 18, 2002, we have the right to arrange for the delivery of other registered shares to TD. If we do not deliver those shares, TD may, in its sole discretion, extend the period for registration, accept and pay for the shares even though they will be unregistered under the Securities Act or terminate this transaction by returning the shares. If we are unable to effect the registration prior to October 18, 2002 and we cannot establish that the failure to cause the registration statement to be effective was due to circumstances outside of our control, TD may, in addition to the rights listed above, sell all or a portion of the shares to a purchaser unaffiliated with TD, in which case the purchase price paid by TD will be reduced by the value of unsold shares and any loss suffered by TD. If the registration statement is not effective prior to October 18, 2002, it will be as if we never exercised the put and we will owe TD a non-exercise fee of $500,000.

Upon the effectiveness of the registration statement of which this prospectus is a part, we will receive $10.2 million from TD in connection with the put and warrant agreement. We will not receive any proceeds from the sale by the selling stockholder of any of the shares offered hereby. We will pay all of the costs of this offering, which are expected to be approximately $78,000.

The following table sets forth information with respect to the selling stockholder as of July 22, 2002 including shares of our common stock and those issuable upon the exercise of the warrants held by the selling stockholder. The selling stockholder does not have and within the past three years has not had any position, office or other material relationship with us or any of our predecessors or affiliates. Because the selling stockholder may offer all or some portion of the shares pursuant to this prospectus, we cannot give an estimate as to the number of shares that the selling stockholder will hold upon termination of any of these sales. In addition, the selling stockholder identified below may have sold, transferred or otherwise disposed of all or a portion of their shares since the date on which it provided the information to us regarding its shares, in transactions exempt from the registration requirements of the Securities Act.

We have filed with the SEC a registration statement, of which this prospectus forms a part, with respect to the resale of the shares of our common stock from time to time under Rule 415 under the Securities Act. We have agreed to use commercially reasonable efforts to cause the registration statement to be effective no later than October 18, 2002 and to remain effective for at least 120 days. We have also agreed to list the shares on the American Stock Exchange.


(1)	Except as otherwise noted, we determine beneficial ownership in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities and Exchange Act of 1934, as amended. We treat shares of common stock issuable pursuant to options, warrants and convertible securities, to the extent these securities are currently exercisable or convertible within 60 days of July 22, 2002, as


	outstanding for computing the percentage of the person holding such securities. Unless otherwise noted, each identified person or group possesses sole voting and investment power with respect to shares, subject to community property laws where applicable. We treat shares not outstanding but deemed beneficially owned by virtue of the right of a person or group to acquire them within 60 days as outstanding only to determine the number and percent owned by such person or group.

(2)	Assuming that all shares offered here are sold but no other securities held by the selling securityholder are sold.

We are registering the shares on behalf of the selling stockholder which includes transferees among such selling stockholder, donees and pledgees receiving shares from them after the date of this prospectus. The selling stockholder has advised us that it may sell its shares offered here to purchasers directly. Alternatively, the selling stockholder may offer the shares to or through underwriters, brokers/dealers or agents; however, the selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the shares. The selling stockholder and any underwriters, brokers/dealers or agents that participate in the distribution of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. Any profit realized by them on the sale of such shares and any discounts, commissions, concessions or other compensation received by any underwriter, broker/dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. The selling stockholder does not expect these discounts and commissions to exceed what is customary in the types of transactions involved.

The selling stockholder has advised us that it may sell the shares in one or more transactions:


	•	at fixed prices;

	•	at market prices prevailing at the time of sale;

	•	at prices related to prevailing market prices; and/or

	•	at varying prices determined at the time of sale or at negotiated prices.

The sale of shares may be effected in transactions (which may involve crosses or block transactions):


	•	on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale;

	•	in the over-the-counter market;

	•	in transactions otherwise than on such exchanges or in the over-the-counter market; or

	•	through the writing of options.

Because the selling stockholder may be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act, the selling stockholder may be subject to the prospectus delivery requirements of the Securities Act. We have informed the selling stockholder that the anti-manipulative provisions of Regulation M promulgated under the Securities Act may apply to its sales in the market.

Upon being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, which supplement will disclose:


	•	the name of each such selling stockholder and of the participating broker-dealer(s);

	•	the number of shares involved;

	•	the price at which such shares were sold;

	•	the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;


	•	that such broker-dealer(s) did not conduct any investigations to verify the information set out or incorporated by reference in this prospectus; and

	•	such other facts as may be material to the transaction.

Pursuant to our agreement with the selling stockholder, we will pay all expenses of the registration of the shares, including, without limitation, commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the selling stockholder will pay all underwriting discounts and selling commissions, if any.

Under the put and warrant purchase agreement we have agreed to indemnify TD, its directors, officers and controlling persons against certain liabilities that could arise in connection with the resale of the shares, including liabilities under the Securities Act or to make contribution to them with respect to payments which TD may be required to make. TD has agreed to indemnify us for liabilities arising under the Securities Act with respect to written information furnished to us by it for use in connection with the resale of the shares or to make contribution to us in connection with these liabilities.

Greenberg Traurig, P.A., Miami, Florida, have passed upon the validity of the issuance of the shares being offered by this prospectus.

The financial statements incorporated in this registration statement on Form S-3 by reference to the Annual Report on Form 10-K of Terremark Worldwide, Inc. for the year ended March 31, 2002 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to our ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers LLP, independent certified public accountants, given on the authority of said firm as experts in auditing and accounting.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy the materials we file with the Commission at the Commission’s public reference room at 450 Fifth Street, N.W. Washington D.C. 20549 and at the Commission’s regional offices in Chicago, Illinois and New York, New York. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the Commission, including us. The site’s address is http://www.sec.gov. You can request copies of those documents, upon payment of a duplicating fee, by writing to the Commission.

The Commission allows us to “incorporate by reference” in this prospectus other information we file with them, which means that we can disclose important information to you by referring you to those documents. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. The information that we file later with the SEC will automatically update and supersede the information included in and incorporated by reference in this prospectus. We incorporate by reference the documents listed below which have been filed with the Commission and any future filings made with the Commission under Sections 13(a), 13(c), 14, or 15(d)

We have filed each of these documents with the Commission and they are available from the Commission’s Internet site and public reference rooms described under “Where you can obtain additional available information about us” above. You may also request a copy of these filings, at no cost, by writing or calling us at the following address:

No person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this prospectus and, if given or made, any information and representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time subsequent to its date.

We estimate that expenses in connection with the distribution described in this registration statement will be as follows. All expenses incurred with respect to the distribution will be paid by us, and such amounts, with the exception of the Securities and Exchange Commission registration fees, are estimates.

Pursuant to Section 102(b)(7) of the General Corporation Law of the State of Delaware, our certificate of incorporation eliminates the liability of our directors to us or our stockholders, except for liabilities related to breach of duty of loyalty, actions not in good faith, and certain other liabilities.

Our certificate of incorporation, and bylaws provide for the indemnification of directors and officers to the fullest extent permitted by the General Corporate Law.

Section 145 of the General Corporate Law authorizes indemnification when a person is made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or was serving as a director, officer, employee or agent of another enterprise, at the request of the corporation, and if such person acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe that his or her conduct was unlawful. If it is determined that the conduct of such person meets these standards, he or she may be indemnified for expenses incurred and amounts paid in such proceeding if actually and reasonably incurred by him or her in connection therewith.

If such a proceeding is brought by or on behalf of the corporation (i.e., a derivative suit), such person may be indemnified against expenses actually and reasonably incurred if he or she acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. There can be no indemnification with respect to any matter as to which such person is adjudged to he liable to the corporation; however, a court may, even in such case, allow such indemnification to such person for such expenses as the court deems proper. Where such person is successful in any such proceeding, he or she is entitled to be indemnified against expenses actually and reasonably incurred by him or her. In all other cases, indemnification is made by the corporation upon determination by it that indemnification of such person is proper because such person has met the applicable standard of conduct.

Our board of directors has approved, and we are in the process of entering into, indemnification agreements with all of our directors and senior officers. These indemnification agreements provide, in pertinent part, that we shall indemnify an indemnitee who is or was a party or is threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative by reason of the fact that the indemnitee is or was our director or senior officer. We shall advance all expenses, judgments, fines, penalties and amounts paid in settlement (including taxes imposed on indemnitee on account of receipt of such payouts) incurred by the indemnitee in connection with the investigation, defense,

settlement or appeal of any civil or criminal action or proceeding as described above. The indemnitee shall repay such amounts advanced only if it shall be ultimately determined that he or she is not entitled to be indemnified by us. The advances paid to the indemnitee by us shall be delivered within 20 days following a written request by the indemnitee. Any award of indemnification to an indemnitee, if not covered by insurance, would come directly from our assets, thereby affecting a stockholder’s investment.

We have obtained directors’ and officers’ liability insurance with an aggregate liability for the policy year, inclusive of costs of defense, in the amount of $25,000,000.

The following exhibits, which are furnished with this registration statement or incorporated by reference, are filed as part of this registration statement:


(1)	Previously filed as an exhibit to Registrant’s Registration Statement on Form S-3 filed May 15, 2000.

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement.


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the Registration Statement is on Form S-3, and the information required to be included in a post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.


	(2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Miami, state of Florida, on July 23, 2002.


	BY:	/s/ MANUEL D. MEDINA



	Manuel D. Medina
	Chairman of the Board
	Chief Executive Officer

Each person whose signature appears below hereby appoints Manuel D. Medina his true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated.


(1)	Previously filed as an exhibit to Registrant’s Registration Statement on Form S-3 filed May 15, 2000.

EX-5.1 3 g77312exv5w1.txt OPINION OF GREENBERG TRAURIG PA Exhibit 5.1 OPINION OF GREENBERG TRAURIG, P.A. July 22, 2002 Terremark Worldwide, Inc. 2601 S. Bayshore Drive Miami, Florida 33133 Ladies and Gentlemen: We have acted as counsel for Terremark Worldwide, Inc., a Delaware corporation (the "Company") in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended, with respect to [ ] shares (the "Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), which were issued to the selling stockholder named therein (the "Selling Stockholder"). Of the Shares offered thereby, [ ] shares (the "Warrant Shares") are issuable to the Selling Stockholder upon exercise of warrants issued to the Selling Stockholder (the "Warrants"). In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the "Documents"): (1) the Company's restated certificate of incorporation, as filed with the Secretary of State of the State of Delaware, (2) the Company's restated bylaws, (3) resolutions of the board of directors of the Company, and (4) such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents. Based solely upon and subject to the Documents, and subject to the qualifications set forth below, we are of the opinion that (1) the Shares to be sold by the Selling Stockholder pursuant to the Registration Statement have been duly authorized, fully paid and nonassessable and (2) the Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Warrants, will be fully paid and nonassessable. Although we have acted as counsel to the Company in connection with certain other matters, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a legal nature involving the Company in connection with which we have not been consulted and have not represented the Company. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus contained in the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder. Very truly yours, GREENBERG TRAURIG, P.A. Paul Berkowitz EX-10.1 4 g77312exv10w1.txt PUT AND WARRENT PURCHASE AGREEMENT Exhibit 10.1 TERREMARK WORLDWIDE, INC., TD GLOBAL FINANCE AND THE TORONTO-DOMINION BANK (AS GUARANTOR) --------------------------------------------- PUT AND WARRANT PURCHASE AGREEMENT ---------------------------------------------- APRIL 10, 2002 -i- TABLE OF CONTENTS PAGE 1. Put and Warrant Purchase Agreement........................................1 1.1 Definitions......................................................1 1.2 Put Option.......................................................2 1.3 Call Warrants....................................................3 1.4 Clearance and Settlement of Put Option...........................4 1.5 Clearance and Settlement of Exercise of Warrant..................4 2. Registration Rights.......................................................4 2.1 Registration of Shares...........................................4 2.2 Obligations of the Company.......................................6 2.3 Furnish Information..............................................7 2.4 Expenses of Registration.........................................7 2.5 Indemnification..................................................7 2.6 Assignment of Registration Rights................................9 3. Representations and Warranties of the Company.............................9 3.1 Issuance of Shares and Warrants..................................9 3.2 By-Laws and Corporate Agreements.................................9 3.3 Disclosure.......................................................9 3.4 SEC Reports......................................................9 3.5 Corporate Existence and Qualification...........................10 3.6 Capitalization..................................................10 3.7 Authority.......................................................10 3.8 Compliance with Law.............................................10 3.9 Taxes...........................................................11 3.10 Actions Pending.................................................11 3.11 Subsidiaries and Branches.......................................11 4. Representations and Warranties of the Purchaser..........................11 4.1 Securities Act..................................................11 4.2 Information.....................................................11 4.3 Authority.......................................................11 5. Covenants of the Company.................................................11 5.1 Sales of Shares.................................................11 5.2 Exchange Act Reports............................................12 -i- TABLE OF CONTENTS (CONTINUED) PAGE 5.3 Regulatory Filings..............................................12 5.4 Taxes...........................................................12 5.5 Confidentiality.................................................12 6. Covenants of the Purchaser...............................................13 6.1 Resales.........................................................13 6.2 Regulatory Filings..............................................13 6.3 Information.....................................................13 6.4 Guarantee.......................................................13 7. Extraordinary Events.....................................................14 8. Miscellaneous............................................................14 8.1 Further Assurances..............................................14 8.2 General Indemnity...............................................14 8.3 Parties in Interest.............................................15 8.4 Amendments and Waivers..........................................15 8.5 Notices.........................................................15 8.6 Severability....................................................15 8.7 Governing Law...................................................15 8.8 Exclusive Jurisdiction and Consent to Service of Process........15 8.9 Counterparts....................................................16 8.10 Titles and Subtitles............................................16 8.11 Expenses........................................................16 8.12 Entire Agreement................................................16 8.13 Survival of Agreement...........................................16 8.14 Brokerage.......................................................16 -ii- PUT AND WARRANT PURCHASE AGREEMENT This Put and Warrant Purchase Agreement (the "Agreement") is made as of the 10th day of April, 2002 by and among Terremark Worldwide, Inc., a Delaware corporation (the "Company"), TD Global Finance, an Irish unlimited liability investment company (the "Purchaser") and The Toronto-Dominion Bank, a Canadian bank (the "Guarantor"). RECITALS WHEREAS, the Purchaser wishes to grant to the Company an option (the "Put Option") to cause the Purchaser to purchase U.S.$10,200,000.00 (ten million two hundred thousand dollars) in aggregate value of the shares of the authorized but unissued common stock, U.S.$0.001 par value, of the Company (the "Shares"); provided, the Purchaser shall not be obligated to purchase a number of Shares that exceeds 9.9% (nine point nine percent) of the Company's outstanding share capital of common stock on the Exercise Date (as defined herein). WHEREAS, upon the exercise of the Put Option, the Company wishes to issue and grant to the Purchaser three call warrants (the "Warrants" and each a "Warrant") which grant the Purchaser the right to purchase further Shares of the Company. WHEREAS, as a condition to the Purchaser's obligations under this Agreement, the Company has agreed to (i) register the Shares of the Company upon the exercise of the Put Option by the Company and (ii) register the Shares represented by a Warrant upon the exercise of such Warrant by the Purchaser. AGREEMENT The parties hereby agree as follows: 1. PUT AND WARRANT PURCHASE AGREEMENT. The Company and the Purchaser covenant and agree as follows: 1.1 DEFINITIONS. For purposes of this Agreement: (a) The term "Affiliate"; shall have the meaning assigned to such term under Rule 405 under the Securities Act (as defined below). (b) The term "Business Day"; shall mean any day on which the commercial banks in the City of New York are open for business. (c) The term "Exchange Act"; shall mean the Securities Exchange Act of 1934, as amended. (d) The term "Exercise Date"; shall mean the date on which the Company exercises the Put Option. (e) The term "Exercise Time"; shall mean any time on any Trading Day from the official opening of trading on the American Stock Exchange until 15 (fifteen) minutes after the official close of trading on such exchange. (f) The term "Expiration Date"; shall mean the date 6 (six) months from the date of this Agreement. (g) The term "Expiration Time"; shall mean the end of the Exercise Time on the Expiration Date. (h) The term "ISDA Master Agreement"; shall mean the International Swap Dealers Association Master Agreement of 1992, as may be amended until the date hereof by the International Swaps and Derivatives Association. (i) The term "Form S-3"; shall mean such form under the Securities Act (as defined below) as in effect on the date hereof or any successor form under the Securities Act. (j) The term "Loss"; shall have the meaning assigned to such term in the ISDA Master Agreement. (k) The term "Purchaser's Agent"; shall mean The Bank of New York having its offices at One Wall Street, Third Floor, Window B, Ref. A/C TD Securities, Attn.: Margaret Duffy (+1 212 635 7017). (l) The terms "register" "registered," and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the declaration or ordering of effectiveness of such registration statement or document. (m) The term "SEC" shall mean the Securities and Exchange Commission. (n) The term "Share Price"; shall mean the price of the Shares as quoted by the American Stock Exchange at the closing of such exchange on the Exercise Date; provided, if the price upon closing is more than 1.0% (one percent) above the arithmetic average of the highest and lowest traded price of the Shares during the hours of trading on the American Stock Exchange on the Exercise Date (the "Average Trading Price") as determined by the Company as calculation agent, then the Share Price shall be equal to the Average Trading Price plus 1.0%. (o) The term "Trading Day"; shall mean any day on which the American Stock Exchange is (i) officially open for trading for at least four (4) consecutive hours and (ii) a closing price for the Shares of the Company is published by the American Stock Exchange. (p) The term "Warrant Exercise Date"; shall mean each date on which the Purchaser exercises one or more of its Warrants. 1.2 PUT OPTION. (a) During any Exercise Time and until the Expiration Time, and subject to the terms and conditions contained herein, the Company may exercise the Put Option. The Put Option shall require the Purchaser to purchase U.S.$10,200,000 (the "Purchase Price") worth of Shares; provided, the Purchaser shall not be obligated to purchase a number of Shares that exceeds 9.9% of the Company's outstanding share capital of common stock (the "Company's Outstanding Share Capital") on the Exercise Date. 2 (b) The amount of Shares of the Company to be purchased by the Purchaser upon the exercise by the Company of the Put Option (the "Put Shares") shall be determined by dividing U.S.$10,200,000 by 86.7% (eighty six point seven percent) of the Share Price on the Exercise Date, subject to the limitation set out in subsection 1.2(a); provided, if the calculation of the number of Put Shares results in a non-integral number of Shares, then the number of Put Shares shall be rounded up to the nearest whole integer. (c) In consideration for the granting of the Put Option, the Company shall deliver to the Purchaser U.S.$1.00 (one dollar) within 2 (two) Business Days of the date of this Agreement and shall grant to the Purchaser the Warrants. (d) The Company shall pay to the Purchaser a non exercise fee of U.S.$500,000 (the "Non Exercise Fee") within 2 (two) Business Days following the Expiration Date if the Company fails to exercise the Put Option before the Expiration Time. 1.3 CALL WARRANTS. (a) Upon the exercise by the Company of its Put Option, the Company shall issue and grant to the Purchaser three Warrants (each three Warrants together, a "Warrant Series") in the form attached hereto as Annex A. The Warrant Series shall entitle the Purchaser to purchase, at the Purchaser's absolute discretion, from the Company, Shares in an amount equal to 20% (twenty percent) of the Put Shares ("Warrant Series Size"); provided, if the calculation of the Warrant Series Size results in a non-integral number of Shares, then the Warrant Series Size shall be rounded up to the nearest whole integer. (b) Each of the three Warrants in the Warrant Series shall grant the Purchaser the right to purchase from the Company Shares equal to, and not more than or less than, 33.3% (thirty-three percent) of the Warrant Series Size (the "Warrant Size"); provided, if the calculation of the Warrant Size results in a non-integral number of Shares, then the Warrant Size shall be rounded up to the nearest whole integer. (c) Each Warrant in the Warrant Series shall entitle the Purchaser to purchase from the Company Shares equal to the Warrant Size at the following exercise prices (each a "Warrant Exercise Price"): (i) in respect of the first Warrant, 85% (eighty-five percent) of the Share Price on the Exercise Date; (ii) in respect of the second Warrant, 100% (one hundred percent) of the Share Price on the Exercise Date; and (iii) in respect of the third Warrant, 115% (one hundred and fifteen percent) of the Share Price on the Exercise Date. (d) Each Warrant may be exercised on any Trading Day until the date 6 (six) months following the Exercise Date. (e) In the event of any capital adjustment by the Company such as a stock split, stock combination, reclassification, reorganization, merger or combination, or any issuance of additional shares of common stock by reason of a dividend or other distribution payable in common stock, the Warrant Series Size shall be adjusted accordingly. 3 1.4 CLEARANCE AND SETTLEMENT OF PUT OPTION. (a) The Company shall indicate its intent to exercise the Put Option by notifying the Purchaser by telephone which shall be irrevocable. Following such notification, the Company shall confirm its intent to exercise the Put Option by delivering to the Purchaser a written confirmation; provided that, failure to deliver such written confirmation shall not affect the validity or effectiveness of the notification by telephone. Upon the giving of notification by telephone of its intent to exercise the Put Option, the Company shall enter the Purchaser in its share register and shall issue and deliver to the office of the Purchaser's Agent before the close of business on the next Business Day, in person or by overnight courier, (i) a stock certificate or certificates in definitive form, registered in the name of the Purchaser or its designee, representing the Put Shares and (ii) the three Warrants of the Warrant Series in definitive form, registered in the name of the Purchaser or its designee. (b) Upon receipt from the Company of sufficient evidence that a registration statement has been declared effective by the SEC in respect of the Put Shares, the Purchaser shall on the Business Day following such receipt pay the Purchase Price to the Company by wire transfer in immediately available funds to such account as may be specified to the Purchaser by the Company in writing. 1.5 CLEARANCE AND SETTLEMENT OF EXERCISE OF WARRANT. (a) The Purchaser shall indicate its intent to exercise a Warrant by (i) notifying the Company in writing of the exercise of the Warrant and (ii) delivering the exercised Warrant to the Company in person or by courier. (b) The Company upon receiving notification from the Purchaser of the exercise shall issue and deliver to the office of the Purchaser's Agent before the close of business on the next Business Day, in person or by overnight courier, a stock certificate or certificates in definitive form, registered in the name of the Purchaser or its designee, representing the Shares equal to the Warrant Size. (c) Upon receipt from the Company of sufficient evidence that a registration statement has been declared effective by the SEC in respect of the Shares issued in respect of the exercised Warrant, the Purchaser shall on the Business Day following such receipt pay an amount equal to the Warrant Exercise Price for each of the Shares issued and delivered by the Company (the "Warrant Purchase Price") to the Company by wire transfer in immediately available funds to such account as may be specified to the Purchaser by the Company in writing. 2. REGISTRATION RIGHTS. The Company and the Purchaser covenant and agree as follows: 2.1 REGISTRATION OF SHARES. (a) Upon the exercise by the Company of the Put Option or the exercise by the Purchaser of a Warrant, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of the Put Shares or the Shares issued in respect of an exercised Warrant (together, the "Registerable Shares"), as the case may be, as soon as practicable, and in any event within 90 (ninety) days of the Exercise Date or the Warrant Exercise Date, as the case may be (the "Registration Period"). Such registration statement shall cover the public distribution in the United States by the Purchaser of the Put Shares or the Shares issued in respect of an exercised Warrant, as the case may be. If the Company can establish, having the burden of proof, that having used its commercially reasonable efforts, it is unable to effect the registration under the Securities Act of such Shares within the time period specified herein, the Company may instead arrange for the delivery to the Purchaser of Shares 4 which have been registered under the Securities Act along with an opinion of counsel, reasonably satisfactory to the Purchaser, stating that the delivered Shares may be publicly offered and sold by the Purchaser without further registration under the Securities Act as well an opinion letter substantially similar to that described in subsection 2.2(h) below which shall include those opinions that are reasonably requested by the Purchaser, within the Registration Period in exchange for the unregistered Put Shares or Shares issued in respect of an exercised Warrant, which exchange shall have the same effect for purposes of this Agreement as an effective registration of the Put Shares or Shares issued in respect of an exercised Warrant, as the case may be. Any such exchange of Shares and payment of the Purchase Price therefore shall be concurrent. (b) If the Put Shares or the Shares issued in respect of an exercised Warrant have not been registered by the Company within the Registration Period and the Company can establish, having the burden of proof, that failure to effect the registration under the Securities Act of the Shares as specified in subsection 2.1(a) was due to acts or omissions of third parties or other circumstances outside the Company's control and that it has not otherwise delivered Shares registered under the Securities Act as specified in subsection 2.1(a), then the Purchaser may, in its sole discretion: (i) extend the Registration Period by giving written notice to the Company, provided, however, if registration is not completed to the Purchaser's satisfaction within the Registration Period extended by the Purchaser then, at the Purchaser's sole discretion, subsections 2.1(c)(ii) or (iii) below shall apply; (ii) accept the unregistered Shares by giving written notice to the Company and pay the Purchase Price or the Warrant Purchase Price, as the case may be, to the Company by wire transfer in immediately available funds to such account as may be specified to the Purchaser by the Company in writing; or (iii) declare the exercise of the Put Option or the Warrant ineffective by giving written notice to the Company, whereupon receipt of such notice: (A) the Purchaser shall deliver stock certificate or certificates representing the Put Shares or the Shares issued upon exercise of a Warrant, as the case may be, to the Company in person or by courier, and (B) if the Expiration Time has occurred, declare the Non Exercise Fee due and payable within two Business Days, by giving written notice to the Company. (c) If the Put Shares or the Shares issued in respect of an exercised Warrant have not been registered by the Company within the Registration Period, and the Company cannot establish, having the burden of proof, that failure to effect the registration under the Securities Act of the Shares as specified in Subsection 2.1(a) was due to acts or omissions of third parties or other circumstances outside the Company's control and the Company has not otherwise delivered Shares registered under the Securities Act as specified in subsection 2.1(a) above, then the Purchaser may, in its sole discretion: (i) extend the Registration Period by giving written notice to the Company; (ii) accept the unregistered Shares by giving written notice to the Company and pay the Purchase Price or the Warrant Purchase Price, as the case may be, to the Company by wire transfer in immediately available funds to such account as may be specified to the Purchaser by the Company in writing; or 5 (iii) declare the exercise of the Put Option or the Warrant ineffective by giving written notice to the Company, whereupon receipt of such notice: (I) (A) the Purchaser shall deliver stock certificate or certificates representing the Put Shares or the Shares issued upon exercise of a Warrant, as the case may be, to the Company in person or by courier, and (B) if the Expiration Time has occurred, the Purchaser shall declare the Non Exercise Fee due and payable within two Business Days, and claim Loss; or (II) the Purchaser may sell such Shares to any non-Affiliate on reasonable market terms, and return within 30 (thirty) days following delivery of the stock certificate or certificates, the stock certificate or stock certificates representing the unsold Shares to the Company, whereupon the Purchaser shall deliver to the Company by wire transfer in immediately available funds to such account as may be specified to the Purchaser by the Company the Purchase Price or the Warrant Purchase Price, as the case may be, minus the value of the unsold Shares and the Loss suffered by the Purchaser, as determined by the Purchaser as calculation agent. 2.2 OBLIGATIONS OF THE COMPANY. Whenever required under this Section 2 to effect the registration of any Registerable Shares, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registerable Shares and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for up to 120 (one hundred twenty) days. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registerable Shares covered by such registration statement for up to 120 (one hundred twenty) days. (c) Furnish to the Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of the Registerable Shares owned by them. (d) Use its commercially reasonable efforts to register and qualify the Registerable Shares covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Purchaser, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) Notify the Purchaser at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for 120 (one hundred twenty) days. (f) Cause all Registerable Shares to be listed on the American Stock Exchange and or any other securities exchange or quotation system on which the Shares of the Company are then listed or quoted. 6 (g) Provide a transfer agent and registrar for all Registerable Shares and a CUSIP number for all such Registerable Shares, in each case not later than the effective date of such registration. (h) Provide on the date that the registration statement relating to the Registerable Shares becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the Purchaser and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Purchaser. 2.3 FURNISH INFORMATION. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to any Registerable Shares that the Purchaser shall furnish to the Company such information regarding itself, the number of Registerable Shares held by it, and the intended method of disposition of such Registerable Shares as shall be required to effect the registration of the Purchaser's Registerable Shares. 2.4 EXPENSES OF REGISTRATION. All expenses incurred in connection with registrations, filings or qualifications pursuant to this Section 2, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements, up to U.S.$20,000.00 per registration or filing made with the SEC, of one counsel for the Purchaser selected by the Purchaser shall be borne by the Company. 2.5 INDEMNIFICATION. In the event any Registerable Shares are included in a registration statement under this Section 2: (a) To the extent permitted by law, the Company will indemnify and hold harmless the Purchaser, any underwriter (as defined in the Securities Act) for the Purchaser and each person, if any, who controls the Purchaser or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages, or liabilities joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) 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 (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Purchaser, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to the Purchaser, any underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Purchaser, underwriter or controlling person. 7 (b) To the extent permitted by law, the Purchaser will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, and any controlling person of any underwriter, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchaser expressly for use in connection with such registration and identified as such; and the Purchaser shall pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 2.5(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Subsection 2.5(b) exceed the net proceeds received by the Purchaser from the sale, if any, of any Shares to any non-affiliate of the Purchaser, except in the case of willful misconduct by the Purchaser. (c) Promptly after receipt by an indemnified party under this Section 2.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.5 to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to ally indemnified party otherwise than under this Section 2.5. (d) If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omission that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by the Purchaser under this subsection 2.5(d) exceed the net proceeds from the offering received by the Purchaser, except in the case of willful misconduct by the Purchaser. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 8 (e) The obligations of the Company and the Purchaser under this Section 2.5 shall survive the completion of any offering of Registerable Shares in a registration statement under this Section 2, and otherwise. 2.6 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to register Registerable Shares pursuant to this Section 2 may be assigned (but only with all related obligations) by the Purchaser to a transferee of the Registerable Shares, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registerable Shares with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such Registerable Shares by the transferee or assignee is restricted under the Securities Act. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser as of the date hereof: 3.1 ISSUANCE OF SHARES AND WARRANTS. (a) The Shares to be issued under this Agreement upon the exercise of the Put Option by the Company and upon the exercise by the Purchaser of a Warrant, have been duly authorized by all necessary corporate action, and when paid for in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, charges, and encumbrances of any nature whatsoever, including any preferential rights of other shareholders of any nature or third parties and the Purchaser shall be entitled to all rights accorded to a holder of capital stock of the same class in the Company. The Company has also complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder. (b) The Warrants to be issued under this Agreement upon the exercise of the Put Option by the Company, have been duly authorized by all necessary corporate action and when issued, shall be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, charges, and encumbrances of any nature whatsoever, including any preferential rights of other shareholders of any nature or third parties. The Company has also complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Warrants hereunder. 3.2 BY-LAWS AND CORPORATE AGREEMENTS. All the rights and obligations of the stockholders of the Company in their capacity as such are included in the Certificate of Incorporation and the Corporate By-laws and there are no other rights, obligations or undertakings of any kind including any rights regarding the Shares. Further, the execution of, and performance of, the transactions contemplated by this Agreement will not conflict with or result in a breach of the Certificate of Incorporation or Bylaws of the Company, or any material agreement, indenture or other instrument to which the Company is a party or by which it is bound. 3.3 DISCLOSURE. Neither this Agreement nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company or any subsidiary in connection with the transactions contemplated by this Agreement contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made herein or therein, not misleading. 3.4 SEC REPORTS. The Company has duly filed with the SEC all reports (individually a "Report" and collectively the "Reports") required to be filed by it under the Exchange Act, 9 and has filed all material contracts required to be filed pursuant to Section 601(b)(10) of Regulation S-K under the Securities Act. Each Report did not, as of the date on which it was signed, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither this Agreement nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company or any subsidiary in connection with the transactions contemplated by this Agreement contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made herein or therein, not misleading. 3.5 CORPORATE EXISTENCE AND QUALIFICATION. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full power and authority (corporate and other) to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company is duly incorporated and qualified to do business as a foreign corporation and is in good standing in each jurisdiction of the United States, or any other country, state, province, or political subdivision in which the character of the business conducted by it or the nature of the properties owned or leased by it makes such qualification necessary for the conduct of its business as described in the Reports, except where the failure to be so qualified would not have a material adverse effect on the Company. 3.6 CAPITALIZATION. As evidenced by the copy of the share register provided by the Company to the Purchaser, the authorized capital stock of the Company consists of (i) 300,000,000 shares of common stock, par value U.S.$0.001 per share, of which 199,482,250 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, par value U.S.$0.001 per share, of which 20 shares are designated as Series G convertible preferred stock and 5,882 shares are designated as Series H convertible preferred stock. As of March 15, 2002, 20 shares of Series G convertible preferred stock were issued and outstanding and convertible into 1,653,333 shares of common stock, and 294 shares of Series H convertible preferred stock were issued and outstanding and convertible into 294,000 shares of common stock. As of March 15, 2002, there were outstanding options, warrants and convertible debentures (of which U.S.$29,655,700 was outstanding) currently exercisable for or convertible into a total of 35,515,813 shares of common stock. The Company has all requisite power and authority to issue, sell and deliver the Shares and Warrants in accordance with and upon the terms and conditions set forth in this Agreement, and all corporate action required to be taken by the Company for the due and proper authorization, issuance, sale and delivery of the Shares and Warrants has been validly and sufficiently taken. 3.7 AUTHORITY. The Company has full right, power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). 3.8 COMPLIANCE WITH LAW. The Company is not in violation of any law, ordinance, governmental rule or regulation or court decree to which it may be subject and the Company has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except where such failure would not cause a material adverse effect, having the Company all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it. 10 3.9 TAXES. The Company has accurately prepared and filed all federal, state, local, foreign and other tax returns for income, gross receipts, sales, use and other taxes and custom duties ("Taxes") required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of the Company for all current taxes and other charges to which the Company is subject and which are not currently due and payable, except for taxes, if unpaid, individually or in the aggregate, do not and would not have a material adverse effect on the Company. 3.10 ACTIONS PENDING. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company which questions the validity of this Agreement and the transactions contemplated hereby or thereby, or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of the Company, threatened, against or involving the Company or any of its respective properties or assets and which, if adversely determined, is reasonably likely to result in a material adverse effect. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any subsidiary which is reasonably likely to result in a material adverse effect. 3.11 SUBSIDIARIES AND BRANCHES. All the representations and warranties made herein shall also be deemed to be made with regard to each of the Company's subsidiaries. 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Company as of the date hereof: 4.1 SECURITIES ACT. The Purchaser acknowledges that the offer, issuance and sale to it of the Shares and Warrants is intended to be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act. 4.2 INFORMATION. The Purchaser acknowledges that during the course of the transaction and prior to this Agreement it has received information relating to the Company and has been given a reasonable opportunity to ask questions of and receive answers from the Company and its representatives concerning the Company. 4.3 AUTHORITY. The Purchaser has full right, power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). 5. COVENANTS OF THE COMPANY. 5.1 SALES OF SHARES. For a period of 90 (ninety) days from the Exercise Date, the Company shall not sell to any person, other than the Purchaser, Shares at a price per share lower than the highest Share Price on the Exercise Dates unless (i) the sale is made pursuant to an obligation of the Company created before the date of this Agreement which the Company has disclosed to the Purchaser prior to the execution of this Agreement or (ii) the price paid for the Shares in all such sales to persons other than the Purchaser, in the aggregate, does not exceed U.S.$2,000,000.00 (two million dollars). 11 5.2 EXCHANGE ACT REPORTS. With a view to making available to the Purchaser the ability to sell the Registerable Shares to the public pursuant to a registration on Form S-3, the Company agrees to: (a) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (b) furnish to the Purchaser, so long as the Purchaser owns any Registerable Shares, forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested in availing the Purchaser of any rule or regulation of the SEC which permits the selling of any of the Registerable Shares without registration or pursuant to a registration statement. 5.3 REGULATORY FILINGS. The Company shall furnish to the Purchaser such information and assistance as the Purchaser may reasonably request in connection with the preparation of any regulatory filings or submissions. The Company will provide the Purchaser with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or member of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. 5.4 TAXES. The Company shall pay any stamp or other tax (other than income tax), levy, impost, deduction or other charge imposed or levied (whether by withholding or otherwise) by any governmental agency, revenue or taxing authority or agency on by virtue of the issuance or delivery of the Shares or the Warrants, or the execution, delivery or performance by the Company or the Purchaser of this Agreement. 5.5 CONFIDENTIALITY. (a) The Company shall keep all information regarding the transaction contemplated by this Agreement (such information, together with notes, memoranda, summaries, analyses, compilations and other writings relating thereto or based thereon prepared by the Company or its directors, officers, employees, legal and financial advisors, accountants and other agents and representatives (each, a "Representative") being referred to herein as the "Evaluation Material") strictly confidential; provided, however, that Evaluation Material may be disclosed to any of the Company's Representatives who need to know such information for the purpose of assisting the Company in executing the transaction contemplated by this Agreement (it being understood that such Representatives will be informed by the Company of the contents of this Agreement and that, by receiving such information, such Representatives are agreeing to be bound by this Agreement). (b) If the Company shall be requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material, the Company shall give the Purchaser prompt notice of such request so that the Purchaser may seek an appropriate protective order. The Company shall cooperate fully with the Purchaser in obtaining such an order. If in the absence of a protective order the Company is nonetheless compelled to disclose Evaluation Material, the Company shall make such disclosure without liability hereunder, provided that the Company gives the Purchaser written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon the Purchaser's request, uses its commercially reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to such information. 12 (c) Without the prior written consent of the Purchaser, the Company shall not and the Company shall cause its respective Representatives not to, make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of the Company or any of its subsidiaries or any other person, with respect to either the transaction contemplated by this Agreement or the existence or contents of this Agreement, except for such public disclosure as may be necessary, in the written opinion of counsel for the Company, for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If the Company or any of its Representatives propose to make any disclosure based upon such an opinion, the Company shall deliver a copy of such opinion to the Purchaser, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and shall in good faith consult with and consider the suggestions of the Purchaser concerning the nature and scope of the information it proposes to disclose. The Purchaser agrees that the timing of such disclosures may be dictated by law and time is of the essence in providing such suggestions concerning the nature and scope of the information the Company proposes to disclose. (d) The Company agrees that money damages would not be a sufficient remedy for any breach of this subsection, and that in addition to all other remedies which the Purchaser may have, the Purchaser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. No failure or delay by the Purchaser in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 6. COVENANTS OF THE PURCHASER. 6.1 RESALES. Neither the Purchaser nor any of its Affiliates shall sell or assign the Shares or the Warrants to any person except pursuant to a registration statement filed under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Further, until the Purchaser receives notice from the Company of its intention to exercise the Put Option, neither the Purchaser nor any of its Affiliates shall (a) sell any Shares of the Company or (b) enter into any discussions relating to the sale of the Shares of the Company with any persons who are not Affiliates of the Purchaser. 6.2 REGULATORY FILINGS. The Purchaser shall furnish to the Company such information and assistance as the Company may reasonably request in connection with the preparation of any regulatory filings or submissions. The Purchaser shall provide the Company with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or member of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. 6.3 INFORMATION. The Purchaser shall furnish to the Company such information and assistance as the Company may reasonably request in connection with the preparation of any regulatory filings or submissions. The Purchaser shall provide the Company with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any governmental agency or authority or member of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. 6.4 GUARANTEE. The Guarantor hereby unconditionally and irrevocably guarantees to the Company the prompt payment when due, subject to any applicable grace period, of all present and future obligations and liabilities of all kinds of the Purchaser arising under this Agreement (the 13 "Guaranteed Obligations"). If any payment due from the Purchaser to the Company pursuant to the terms of this Agreement is not made on the due date for such payment, the Company may on the following Business Day, serve on the Guarantor a demand setting out the amount of such payment, stating that such payment has not been made by the Purchaser and calling on the Guarantor to make immediate payment of such unpaid amount. Upon receipt of such demand from the Company in accordance with Section 8.5, the Guarantor shall, promptly, and in any event within 5 (five) Business Days of receipt of such demand, pay to the Company the amount specified in such demand. The provisions of this Section 6.4 are absolute, unconditional and irrevocable and shall remain in full force and effect and be binding upon the Guarantor, its successors until all of the Guaranteed Obligations have been satisfied in full. 7. EXTRAORDINARY EVENTS. If, prior to the end of the Registration Period, the Company: (a) consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity, whether public or private; or (b) (i) is dissolved, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 (thirty) days of the institution thereof; (v) has a resolution passed for its winding-up, official management or liquidation; (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 (thirty) days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) inclusive; or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; then the Purchaser's obligation to purchase the Put Shares from the Company upon the exercise of the Put Option under Section 1.2 hereto or to purchase the Shares issuable upon exercise of a Warrant under Section 1.3 hereto shall terminate and the Company shall pay to the Purchaser the Non Exercise Fee under subsection 1.2(d) hereto. 8. MISCELLANEOUS. 8.1 FURTHER ASSURANCES. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, using all reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. 8.2 GENERAL INDEMNITY. Except as provided in Section 2.5 of this Agreement, the Company agrees to indemnify and hold harmless the Purchaser and its agents, heirs, successors and 14 assigns from and against any and all actual losses, liabilities, deficiencies, costs, damages and reasonable expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred as a result of any misrepresentation or breach of the warranties and covenants made by the Company herein, except where such misrepresentation or breach is caused by the Purchaser. Except as provided in Section 2.5 of this Agreement, the Purchaser agrees to indemnify and hold harmless the Company and its agents, heirs, successors and assigns from and against any and all actual losses, liabilities, deficiencies, costs, damages and reasonable expenses (including, without limitation, reasonable attorney's fees, charges and disbursements) incurred as a result of any misrepresentation or breach of the warranties and covenants made by the Purchaser herein, except where such misrepresentation or breach is caused by the Company. 8.3 PARTIES IN INTEREST. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, all representations, covenants and agreements benefiting the Purchaser, including, without limitation, those contained in Section 2 hereof, unless otherwise herein or therein provided, shall inure to the benefit of any and all subsequent holders from time to time of the Shares and Warrants and all such holders shall be bound by all of the obligations of the Purchaser hereunder. 8.4 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived in writing and only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registerable Shares then outstanding, each future holder of all such Registerable Shares, and the Company. 8.5 NOTICES. Unless otherwise provided herein, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or five (5) Business Days after being deposited in the U.S. mail as certified or registered mail with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth below or as subsequently modified by written notice. 8.6 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law. the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms. 8.7 GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws. 8.8 EXCLUSIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS. The parties agree that any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in a federal or state court sitting in the Borough of Manhattan in the City of New York which shall be the exclusive jurisdiction and venue of said legal proceedings and each party hereto waives any objection which such party may now or hereafter have to the lay of venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against such party (or the subsidiary of such party) when transmitted 15 in accordance with Section 8.5. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. 8.9 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.10 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8.11 EXPENSES. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated; provided, if any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, cost and necessary disbursements in addition to any other relief to which such party may be entitled. 8.12 ENTIRE AGREEMENT. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 8.13 SURVIVAL OF AGREEMENT. All representations and warranties made herein or in any agreement, certificate or instrument delivered to the Purchaser or the Company pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Shares and the Warrants. 8.14 BROKERAGE. Each party hereto will indemnify and hold harmless the others against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party. 16 The parties have executed this Put and Warrant Purchase Agreement as of the date first above written. TERREMARK WORLDWIDE, INC. /s/ Manuel D. Medina -------------------------------- Name: Manuel D. Medina Title: Chairman, CEO & President Address: 2601 So. Bayshore Drive Miami, FL 33133 TD GLOBAL FINANCE /s/ Martin Walton -------------------------------- Name: Martin Walton Title: Director Address: TD Global Finance Level 2, Plaza 2, Custom House Plaza IFSC, Dublin 1 THE TORONTO-DOMINION BANK /s/ Adriana G. Groskopf -------------------------------- Name: Adriana G. Groskopf Title: Associate V.P. & Solicitor Address: -17- ANNEX A WARRANT CERTIFICATE AS OF THE DATE HEREOF, THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE PUT AND WARRANT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002 AMONG THE COMPANY, TD GLOBAL FINANCE AND THE TORONTO-DOMINION BANK, AND THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH PUT AND WARRANT PURCHASE AGREEMENT. EXERCISABLE ON OR BEFORE [DATE SIX MONTHS AFTER EXERCISE DATE] Warrants to Purchase No. [1/2/3] [The Number of Shares Equal to 33.3% of 20% of the Put Shares] Shares of Common Stock WARRANT CERTIFICATE TERREMARK WORLDWIDE, INC. This Warrant Certificate certifies that TD Global Finance (the "PURCHASER"), or registered assigns, is the registered holder of a warrant expiring [Date Six Months After Exercise Date] (the "WARRANT") to purchase Common Stock, par value U.S.$0.001 per share (the "COMMON STOCK"), of Terremark Worldwide, Inc., a Delaware corporation (the "COMPANY"). Upon the terms and subject to the conditions contained in that certain Put and Warrant Purchase Agreement dated as of April 10, 2002 among the Company, the Purchaser and The Toronto-Dominion Bank (the "PUT AND WARRANT AGREEMENT") pursuant to which this Warrant Certificate was issued, the Warrant entitles the holder upon exercise to receive from the Company on or before 5:00 p.m. New York City time on [Date Six Months After Exercise Date], a total of [The Number of Shares Equal to 33.3% of 20% of the Put Shares] fully paid and nonassessable shares of Common Stock (each a "WARRANT SHARE") for an aggregate price of U.S.$________ or U.S.$[In the Case of Warrant 1, 85% of the Share Price on the Exercise Date; In the Case of Warrant 2, 100% of the Share Price on the Exercise Date; In the Case of Warrant 3, 115% of the Share Price on the Exercise Date] per share (the "EXERCISE PRICE") payable in lawful money of the United States of America upon (i) surrender of this Warrant Certificate at the office of the Company and (ii) receipt by the Purchaser of sufficient evidence that a registration statement has been declared effective by the Securities and Exchange Commission ("SEC") in respect of the Shares issuable by this Warrant, all in accordance with the Put and Warrant Agreement. The Exercise Price and number of Shares issuable upon exercise of the Warrant is subject to adjustment upon the occurrence of certain events set forth in the Put and Warrant Agreement. The Warrant may not be exercised after 5:00 p.m., New York City time on [Date Six Months After Exercise Date], and to the extent not exercised by such time the Warrant shall become void. The Warrant evidenced by this Warrant Certificate is issued pursuant to the Put and Warrant Agreement, which Put and Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of the Warrant. A copy of the Put and Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The Warrant may be exercised at any time on or before [Date Six Months After Exercise Date]. The holder of the Warrant evidenced by this Warrant Certificate may exercise it by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, at the office of the Company. The Put and Warrant Agreement provides that upon the occurrence of certain events the Exercise Price set forth on the face hereof may, subject to certain conditions, be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides that the number of shares of Common Stock issuable upon the exercise of the Warrant shall be adjusted. No fractions of a share of Common Stock will be issued upon the exercise of the Warrant, rather if the calculation of the number of shares of Common Stock to be issued results in a non-integral number of shares of Common Stock, then the number of shares of Common Stock to be issued shall be rounded up to the nearest whole integer. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Company a new Warrant Certificate of like tenor and evidencing in the aggregate a like number of Warrant shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Put and Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company may deem and treat the registered holder thereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, Terremark Worldwide, Inc. has caused this Warrant Certificate to be signed. Dated: [Exercise Date] TERREMARK WORLDWIDE, INC. By: -------------------------- Name: Title: [Form of Election to Purchase] (To Be Executed Upon Exercise Of Warrant) The undersigned hereby elects, pursuant to the Put and Warrant Agreement, to exercise the right, represented by this Warrant Certificate, to receive [The Number of Shares Equal to 33.3% of 20% of the Put Shares] shares of Common Stock and upon receipt of sufficient evidence that a registration statement has been declared effective by the SEC in respect of the Shares issued in respect of this exercised Warrant shall pay for such shares to the order of Terremark Worldwide, Inc. (the "COMPANY") in the amount of U.S.$[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of [ ], whose address is [ ] and that such shares be delivered to [ ] whose address is [ ]. Signature: ------------------------- Date: EX-23.1 5 g77312exv23w1.txt CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated July 12, 2002 relating to the financial statements, which appears in Terremark Worldwide, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/PricewaterhouseCoopers LLP Fort Lauderdale, Florida July 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----


Delaware		84-0873124
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)






		Proposed Maximum	Proposed Maximum	Amount of
	Amount to be	Aggregate Price	Aggregate	Registration
Title of Shares to be Registered	Registered	Per Unit	Offering Price	Fee


Common Shares, $0.001 par value	17,648,824	$0.71(1)	$12,530,665.04	$1,152.83

Common Shares, $0.001 par value(2)	3,529,765	$0.57-$0.77	$2,364,942.55	$217.58


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PROSPECTUS SUMMARY
RISK FACTORS
PUT AND WARRANT PURCHASE AGREEMENT
USE OF PROCEEDS
SELLING STOCKHOLDER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
INCORPORATION BY REFERENCE
Opinion of Greenberg Traurig PA
Put and Warrent Purchase Agreement
Consent of Certified Public Accountants


SEC registration fee	$	1,370.41
American Stock Exchange listing fee	$	22,500.00
Accounting fees and expenses	$	15,000.00
Legal fees and expenses	$	30,000.00
Printing and engraving expenses	$	7,500.00
Miscellaneous	$	1,629.59

Total	$	78,000.00


3.1		Restated Certificate of Incorporation of the Registrant(1)
3.2		Restated Bylaws of the Registrant(1)
5.1		Opinion of Greenberg Traurig, P.A.
10.1		Put and Warrant Purchase Agreement, between Terremark Worldwide, Inc. and TD Global Finance, dated April 10, 2002
23.1		Consent of Independent Certified Public Accountants
24.1		Power of Attorney (contained in Exhibit 5.1)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


(1)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the average of the high and low prices as reported on the American Stock Exchange of the registrant’s common stock on July 18, 2002.
(2)	Issuable upon exercise of Warrants together with such indeterminate number of shares as may be issuable pursuant to anti-dilution provisions contained therein.


Signature	Title	Date

/s/ MANUEL D. MEDINA Manuel D. Medina	Chairman of the Board, Chief Executive Officer (Principal Executive)	July 23, 2002
/s/ GUILLERMO AMORE Guillermo Amore	Director	July 23, 2002

/s/ TIMOTHY ELWES Timothy Elwes	Director	July 23, 2002

/s/ JOSE MARIA FIGUERES-OLSEN Jose Maria Figueres-Olsen	Director	July 23, 2002

/s/ MARVIN S. ROSEN Marvin S. Rosen	Director	July 23, 2002

/s/ MIGUEL ROSENFELD Miguel Rosenfeld	Director	July 23, 2002

/s/ JOEL A. SCHLEICHER Joel A. Schleicher	Director	July 23, 2002

/s/ KENNETH I. STARR Kenneth I. Starr	Director	July 23, 2002

/s/ JOSEPH R. WRIGHT, JR. Joseph R. Wright, Jr.	Director	July 23, 2002

/s/ JOSÉ SEGRERA José Segrera	Chief Financial Officer (Principal Accounting Officer)	July 23, 2002


Exhibits

	3.1	Restated Certificate of Incorporation of the Registrant(1)
	3.2	Restated Bylaws of the Registrant(1)
	5.1	Opinion of Greenberg Traurig, P.A.
	10.1	Put and Warrant Purchase Agreement, between Terremark Worldwide, Inc. and TD Global Finance, dated April 10, 2002
	23.1	Consent of Independent Certified Public Accountants
	24.1	Power of Attorney (contained in Exhibit 5.1)


Cautionary Note Regarding Forward-Looking Statements		i
Prospectus Summary		1
Risk Factors		3
Put and Warrant Purchase Agreement		8
Use of Proceeds		9
Selling Stockholder		9
Plan of Distribution		10
Legal Matters		11
Experts		11
Where You Can Obtain Additional Information		11
Incorporation by Reference		11