ITEM 3.02 Unregistered Sales of Equity Securities.
As previously reported, Terremark Worldwide, a Delaware corporation (the "Company"), entered into a subscription agreement, dated as of May 25, 2009 (the "Agreement"), by and between the Company and VMware Bermuda Limited (the "Investor"), a wholly-owned subsidiary of VMware, Inc., a Delaware corporation. On May 29, 2009, in accordance with the Agreement, the Company closed on the sale and issuance to the Investor of four million shares of the Company's common stock, par value $0.001 per share (the "Shares"), for an aggregate purchase price of $20 million. The Shares were issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The Investor represented to the Company that it was an "accredited investor" as defined in Rule 501(a) of the Securities Act and that the Shares were being acquired for investment purposes and not with a view to distribution.

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