GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
Guarantee and Collateral Agreement, dated as of December 3, 2012 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, “Grantors”), in favor of ATALAYA ADMINISTRATIVE LLC, in its capacity as administrative agent ("Agent") for all Lenders party to the Credit Agreement (as hereafter defined).
UNSECURED LINE OF CREDITUnsecured Line of Credit • July 24th, 2012 • Focus Venture Partners, Inc
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA.
SUBORDINATION AGREEMENTSubordination Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of December 3, 2012 by and among (i) Michael Traina (“Junior Lender”); (ii) Optos Capital Partners, LLC (“Optos”) and Focus Venture Partners, Inc. (“Ultimate Parent”) (Optos and Ultimate Parent sometimes hereinafter are referred to individually as an “Obligor” and collectively as the “Obligors”); and (iii) Atalaya Administrative LLC, in its capacity as administrative agent for the Lenders party to the Credit Agreement referred to below (“Senior Lender”).
ContractWarrant Agreement • July 24th, 2012 • Focus Venture Partners, Inc • New York
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • July 24th, 2012 • Focus Venture Partners, Inc • Illinois
THIS SECURITY AGREEMENT (herein "Agreement") dated as of 18th of October, 2011 between Focus Fiber Solutions, LLC a Delaware limited liability company (the "Debtor"), having its chief executive office located at 969 Postal Road, Suite 100, Allentown, PA 18109 and Franklin Capital Holdings LLC, a Delaware limited liability company (“Secured Party”), having its chief executive office located at 600 Central Avenue, Suite 396, Highland Park, IL 60035.
CREDIT AGREEMENT dated as of DECEMBER 3, 2012 among OPTOS CAPITAL PARTNERS, LLC, MDT LABOR, LLC, FOCUS FIBER SOLUTIONS, LLC, JUS-COM, INC., CMK RESOURCE GROUP, LLC and TOWNSEND CAREERS, LLC, as Borrowers, THE VARIOUS FINANCIAL INSTITUTIONS PARTY...Credit Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
This Credit Agreement (this "Agreement") dated as of December 3, 2012 is among Optos Capital Partners, LLC, a Delaware limited liability company, MDT Labor, LLC, a Delaware limited liability company, Focus Fiber Solutions, LLC, a Delaware limited liability company, Jus-Com, Inc., an Indiana corporation, CMK Resource Group, LLC, a Delaware limited liability company, and Townsend Careers, LLC, a Maryland limited liability company (each a "Borrower" and collectively, the “Borrowers”); the financial institutions that are or from time to time may become parties hereto, as Lenders hereunder; and Atalaya Administrative LLC, a New York limited liability company (in its individual capacity, “Atalaya Administrative”), as administrative agent for Lenders.
ContractPromissory Note • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This instrument (Promissory Term Note) and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as the same may be amended, supplemented, replaced, substituted, refinanced, or otherwise modified from time to time, the “Subordination Agreement”) dated as of December 3, 2012 among Michael Traina, Optos Capital Partners, LLC, Focus Venture Partners, Inc., and Atalaya Administrative LLC, to the Senior Debt (as defined therein), as more particularly described in the Subordination Agreement, and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
INTEREST PURCHASE AGREEMENT BY AND BETWEEN Optos Capital Partners, LLC and Michael D. Traina For 100% of the Membership Interests of: MDT LABOR, LLC d/b/a MDT Technical Dated as of December 3, 2012 INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This Interest Purchase Agreement (the “Agreement”) is made as of December 3, 2012, by and between Optos Capital Partners, LLC, a Delaware Limited Liability Company (“Buyer”) and Michael D. Traina, whose address is 2 Mercer Gate Drive, Doylestown, Pennsylvania 18901 (“Seller”).
CONTRIBUTION AGREEMENTContribution Agreement • July 24th, 2012 • Focus Venture Partners, Inc • Nevada
This Contribution Agreement (“Agreement”), effective as of and entered into on May 15, 2012 (“Effective Date”), by and among Optos Capital Partners, LLC, a Delaware limited liability company (the “Acquiree”); Chris Ferguson and Lelainya Ferguson (collectively, the “Acquiree Members”) and Focus Venture Partners, Inc., a Nevada corporation (the “Company”). The Acquiree and the Acquiree Members are hereinafter referred to as the “Contribution Parties.” The Company, along with the Contribution Parties, are hereinafter referred to as the “Parties”.
Form of NoteNote • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of December 3, 2012 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among Borrowers, the financial institutions (including Lender) party thereto from time to time and Administrative Agent, as administrative agent for such financial institutions, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 3, 2012, by and between Focus Venture Partners, Inc., a Delaware corporation (the “Company”), and Atalaya Special Opportunities Fund IV LP (Tranche B), a Delaware limited partnership (“Atalaya Fund IV”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 9 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of 11th day of February 2013, by and between Focus Venture Partners Inc., a Nevada corporation (the “Company”) and Theresa Carlise (“Executive”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • July 24th, 2012 • Focus Venture Partners, Inc • New York
This letter will set forth the agreement between AGR Funding, Inc. (together with its successors and assigns, "AGR") and TOWNSEND CAREERS. LLC. a limited liability company organized and existing under the laws of Maryland (the "Client"), with respect to the terms upon which AGR may purchase accounts receivable from the Client
UNSECURED LINE OF CREDITUnsecured Line of Credit • July 24th, 2012 • Focus Venture Partners, Inc
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, LEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE ECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA.
GUARANTY AGREEMENTGuaranty Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This GUARANTY (this "Agreement"), dated as of the 3rd day in December 2012, is entered into by Focus Venture Partners, Inc., a Nevada corporation “Guarantor”) by and between and in favor of Michael D. Traina an individual residing at 2 Mercer Gate Drive, Doylestown, Pennsylvania 18901 (“Lender”).
