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$
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McLean, Virginia
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October 15, 2006
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FOR VALUE
RECEIVED, MERCATOR PARTNERS ACQUISITION CORP., a Delaware
corporation (the “Maker”), promises to pay to the order
of
, a resident of the Commonwealth of Virginia (the
“Payee”) or his successor or assigns the principal sum
of
Dollars ($
), together with interest on the unpaid principal balance at the
rate and on the terms hereinafter provided in this promissory note
(including all modifications, amendments, substitutions, renewals
or extensions hereof and allonges hereto, this
“Note”).
Payments due
hereunder shall be paid in lawful money of the United States of
America (or by wire transfer or by certified check payable in such
money) at Payee’s address (as given below) or at such other
place as Payee or any other holder of this Note may from time to
time have designated by prior written notice to the
Maker.
This Note is being
executed and delivered in accordance with the terms of that certain
Stock Purchase Agreement, by and among the Maker, Global
Internetworking, Inc., Payee, D. Michael Keenan and Raymond E.
Wiseman, dated May 23, 2006 (the “Agreement”), and
is subject to the provisions thereof.
This Note is one
of a duly authorized series of Notes (the “Notes”) in
the aggregate principal amount of Four Million Dollars
($4,000,000). For purposes of this Note, reference to Majority
Holders shall mean the holders of more than fifty percent (50%) of
the outstanding principal balances due under all of the
Notes.
1.
Interest Rate. Interest shall accrue daily on the unpaid
principal balance of this Note from and after the date hereof at a
rate equal to six percent (6%) per annum, compounded annually.
Interest due hereunder shall be computed on the basis of a 360-day
year composed of twelve 30-day months. Interest shall be paid for
the actual number of days elapsed based on a 360-day
year.
2.
Subordination . The indebtedness evidenced by this
Note is hereby expressly subordinate, to the extent and in the
manner hereinafter set forth, in right of payment to the prior
payment in full of all of the Maker’s “Senior
Indebtedness”. Senior Indebtedness shall mean the principal
of and unpaid interest and premium, if any, on
(i) indebtedness of the Maker or with respect to which the
Maker is a guarantor, whether outstanding on the date hereof or
hereafter created, to banks, insurance companies or other lending
or thrift institutions regularly engaged in the business of lending
money, whether or not secured, (ii) indebtedness of the Maker
or with respect to which the Maker is a guarantor, whether
outstanding on the date
hereof or
hereafter created, to equipment leasing companies relating to
capital assets used in the day-to-day operations of the Maker, it
subsidiaries or affiliates, and (iii) any deferrals, renewals
or extensions of any debentures, notes or other indebtedness issued
in exchange for such Senior Indebtedness. Payee agrees to execute a
standard form subordination agreement to confirm such subordination
in which Payee shall agree to forego receiving payments hereunder
if a default exists under any outstanding Senior
Indebtedness.
3.
Payment. Fifty percent (50%) of the accrued interest on the
unpaid principal balance shall be due and payable on
December 31, 2006. Fifty percent (50%) of the accrued interest
on the unpaid principal balance from the period commencing
January 1, 2007 and ending on December 31, 2007 shall be
due and payable on December 31, 2007. If not sooner paid, the
entire principal balance, all accrued and unpaid interest, if any,
and all other sums provided herein shall be due and payable on
December 29, 2008. Notwithstanding the terms of this
Section 3, all principal and interest will be due and payable
no later than five (5) business days following (i) a Change of
Control (as defined in Section 1.9 of the Agreement),
(ii) the exercise, by the holders thereof, of no less than
fifty percent (50%) of (a) the Class W Warrants (as
defined in Section 1.2(d) of the Agreement) issued and
outstanding as of the date of this Note and (b) the
Class Z Warrants (as defined in Section 1.2(e) of the
Agreement) issued and outstanding as of the date of this Note, or
(iii) the issuance by the Maker of debt or equity securities
(in a single transaction or series of substantially related
transactions) resulting in a capital raise by the Maker of Twenty
Million Dollars ($20,000,000.00) or more.
4.
Prepayment . This Note may be prepaid in whole or in
part at any time and from time to time without premium o
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