AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT
AMENDMENT
NO. 1 TO
THIS
AMENDMENT, dated December 28, 2006 (this “Amendment”), between Capital
Growth Systems, Inc.,
a
Florida corporation
d/b/a
Connectivity Solutions International Inc. (the
“Company”), and National
Securities Corporation
(the
“Placement Agent”).
W
I T N E S S E T H
WHEREAS,
the parties hereto have heretofore entered into a Placement Agency Agreement,
dated November 14, 2006 (the “Agreement”); and
WHEREAS,
the Company and the Placement Agent wish to amend the Agreement to, among other
things, the reflect the increasing of the Minimum Amount and Maximum Amount
of
Escrow Funds needed to be raised in the Company’s Offering of its
Units.
NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
1
1. Definitions;
References; Continuation of Agreement.
Unless
otherwise specified herein, each term used herein that is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each
other similar reference, and each reference to “this Agreement” and each other
similar reference, contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby. Except as amended hereby,
all
terms and provisions of the Agreement shall continue unmodified and remain
in
full force and effect.
2. Definition
Clarified.
The
term “Minimum Amount” as defined in the Agreement shall be 150 Units
($15,000,000) and the Term “Maximum Amount” as defined in the Agreement shall be
300 Units ($30,000,000).
3. Counterparts.
This
Amendment may be executed in counterparts, all of which shall be one, and the
same, agreement.
4. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of New York.
(Signature
page to follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.
| NATIONAL SECURITIES CORPORATION | CAPITAL GROWTH SYSTEMS, INC. | |||
|
By:
|
By:
|
|||
| Xxxxx Xxxxxxxx | Xxxxxx X. Xxxxxx | |||
| Director of Corporate Finance | Chief Executive Officer | |||
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