WAIVER AND FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
WAIVER
AND FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This
WAIVER
AND FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
(this
“Amendment”),
effective as of February 12, 2008 (the “Effective
Date”),
is by
and between Capital Growth Systems, Inc., a Florida corporation with
headquarters located at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000 (the “Company”),
and
the undersigned lender (“Lender”).
Capitalized terms used in this Amendment but not defined herein have the meaning
set forth in the RRA (as defined below).
WHEREAS,
the
Company and Lender entered into that certain Registration Rights Agreement
(as
amended, restated, supplemented or otherwise modified and in effect from time
to
time, the “RRA”),
dated
as of November 1, 2007, in which the Company agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively,
the
“1933
Act”),
and
applicable state securities laws; and
WHEREAS,
pursuant to the terms of this Amendment, the Company and Lender desire to amend
the RRA.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
in
the RRA, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the parties hereto,
intending to be legally bound, hereby agrees as follows:
1. Amendments
to RRA.
(a) Each
of
Sections 2 (including subsections (a) through (g) thereof), 3(a), 3(b), 3(c),
3(d), 3(f), 3(g), 3(h), 3(i), 3(m), 3(n), 3(o), 3(p), 3(r), 3(t) and 4
(including subsections (a) through (d) thereof) and Exhibits A, B and C of
the
RRA is hereby deleted in its entirety and is replaced with “[Intentionally
Omitted].”
(b) Section
3(e) of the RRA is hereby amended and restated to read in its entirety as
follows:
“(e) So
long
as any Investor holds, or is deemed to hold, any Warrants or Registrable
Securities, the Company shall use its best efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale
by
the Investors of the Registrable Securities under such other securities or
“blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and
file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may
be
necessary to maintain the effectiveness thereof, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect
at all times during such period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (x) qualify to do business
in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(e), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Lender’s legal counsel
(“Legal
Counsel”),
which
shall be Xxxxxx Xxxxxx Xxxxxxxx LLP or such other counsel as hereafter
designated by Lender, and each Investor who holds Registrable Securities in
writing of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.”
(c) Section
3(k) of the RRA is hereby amended and restated to read in its entirety as
follows:
“(k) So
long
as any Investor holds, or is deemed to hold, any Warrants or Registrable
Securities, the Company shall use its best efforts to cause all of the
Registrable Securities to be listed or quoted on each securities exchange,
quotation system or trading market on which securities of the same class or
series issued by the Company are listed or quoted, and without limiting the
generality of the foregoing, arrange for at least three market makers to
register with the Financial Industry Regulatory Authority (“FINRA”)
as
such with respect to the Registrable Securities. The Company shall pay all
fees
and expenses in connection with satisfying its obligation under this Section
3(k).”
(d) Section
3(l) of the RRA is hereby amended and restated to read in its entirety as
follows:
“‘(l) The
Company shall cooperate with the Investors who hold Registrable Securities
and,
to the extent applicable, facilitate the timely preparation and delivery of
certificates representing the Registrable Securities and enable such
certificates to be in such denominations or amounts, as the case may be, as
the
Investors may reasonably request and registered in such names as the Investors
may request.”
(e) Section
3(q) of the RRA is hereby amended and restated to read in its entirety as
follows:
“‘(q) If
an
Investor (i) acquires Registrable Securities pursuant to a Cashless Exercise
(as
defined in the Warrants) of any of the Warrants on or after May 1, 2008, (ii)
provides the Company with an opinion of counsel, in a generally acceptable
form,
to the effect that a public sale, assignment or transfer of the Registrable
Securities may be made without registration under the 1933 Act, or (iii)
provides the Company with reasonable assurance that the Registrable Securities
can be sold pursuant to Rule 144 without any restriction as to the number of
securities acquired as of a particular date that can then be immediately sold,
the Company shall cause its transfer agent to promptly issue one or more stock
certificates or credit shares to the applicable balance accounts at the
Depository Trust Company in such name and in such denominations as specified
by
such Investor and without any restrictive legend. The Company acknowledges
that
a breach by it of its obligations hereunder will cause irreparable harm to
the
Investors. Accordingly, the Company acknowledges that the remedy at law for
a
breach of its obligations under this Section 3(q) will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 3(q), that each Buyer shall be entitled, in addition to all
other available remedies, to an injunctive order and/or injunction restraining
any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being
required.”
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(f) Section
3(s) of the RRA is hereby amended and restated to read in its entirety as
follows:
“(s) So
long
as any Investor holds, or is deemed to hold, any Warrants or Registrable
Securities, the Company shall make all other filings and take all other actions
reasonably necessary to expedite and facilitate disposition by the Investors
of
the Registrable Securities.”
(g) Section
6
of the RRA is hereby amended and restated to read in its entirety as
follows:
“6. Indemnification.
(a) To
the
fullest extent permitted by law, the Company will, and hereby does, indemnify,
hold harmless and defend each Investor, the directors, officers, members,
partners, employees, agents, representatives of, and each Person, if any, who
controls each Investor within the meaning of the 1933 Act or the Securities
Exchange Act of 1934, as amended (the “1934
Act”)
(each,
an “Indemnified
Person”
and
collectively, the “Indemnified
Persons”),
against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an Indemnified
Person is or may be a party thereto (“Indemnified
Damages”),
to
which any Indemnified Person may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which Registrable Securities are offered, or the omission
or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any violation
of this Agreement (the matters in the foregoing clauses (i) and (ii) being,
collectively, “Violations”).
The
Company shall reimburse the Indemnified Persons, promptly as such expenses
are
incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by such Indemnified Persons in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a) shall
not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld, conditioned or delayed. Such indemnity shall remain
in
full force and effect regardless of any investigation made by or on behalf
of
the Indemnified Person and shall survive the transfer of any of the Registrable
Securities by the Investors pursuant to Section 9 hereof.
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(b) [INTENTIONALLY
OMITTED]
(c) Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action
or
proceeding) involving a Claim, such Indemnified Person shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section
6, 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 control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person; provided, however, that an Indemnified Person shall have the right
to
retain its own counsel with the fees and expenses of such counsel to be paid
by
the indemnifying party if: (i) the indemnifying party has agreed in writing
to
pay such fees and expenses; (ii) the indemnifying party shall have failed
promptly to assume the defense of such Claim and to employ counsel reasonably
satisfactory to such Indemnified Person; or (iii) the named parties to any
such
Claim (including any impleaded parties) include both such Indemnified Person
and
the indemnifying party, and such Indemnified Person shall have been advised
by
counsel that a conflict of interest is likely to exist if the same counsel
were
to represent such Indemnified Person and the indemnifying party (in which case,
if such Indemnified Person notifies the indemnifying party in writing that
it
elects to employ separate counsel at the expense of the indemnifying party,
then
the indemnifying party shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the indemnifying party, provided
further, that in the case of clause (iii) above the indemnifying party shall
not
be responsible for the reasonable fees and expenses of more than one (1)
separate legal counsel for such Indemnified Person. In the case of an
Indemnified Person, legal counsel referred to in the immediately preceding
sentence shall be selected by the Investors holding at least a majority in
interest of the Registrable Securities to which the Claim relates. The
Indemnified Person shall reasonably cooperate with the indemnifying party in
connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party reasonably apprised
at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of
any
action, claim or proceeding effected without its prior written consent;
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Person, consent to entry of any judgment
or
enter into any settlement or other compromise with respect to any pending or
threatened action or claim in respect of which indemnification or contribution
may be or has been sought hereunder (whether or not the Indemnified Person
is an
actual or potential party to such action or claim) which does not include as
an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Person of a release from all liability in respect to such Claim
or
litigation, and such settlement shall not include any admission as to fault
on
the part of the Indemnified Person. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure
to
deliver written notice to the indemnifying party within a reasonable time of
the
commencement of any such action shall not relieve such indemnifying party of
any
liability to the Indemnified Person under this Section 6, except to the extent
that the indemnifying party is materially and adversely prejudiced in its
ability to defend such action.
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(d) The
indemnification required by this Section 6 shall be made by periodic payments
of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.
(e) The
indemnity agreements contained herein shall be in addition to (i) any cause
of
action or similar right of the Indemnified Person against the indemnifying
party
or others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.”
(h) Section
8
of the RRA is hereby amended and restated to read in its entirety as
follows:
“8. Reports
Under the 0000 Xxx.
(a)
With
a
view to making available to the Investors the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that
may
at any time permit the Investors to sell securities of the Company to the public
without registration (“Rule
144”),
the
Company agrees, so long as any Investor holds, or is deemed to hold, any
Warrants or Registrable Securities, to:
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(i) make
and
keep public information available, as those terms are understood and defined
in
Rule 144;
(i) file
with
the SEC in a timely manner all reports and other documents required of the
Company under the 1934 Act and not suspend or terminate its status as an issuer
required to file reports under the 1934 Act (even if the 1934 Act or the rules
and regulations thereunder would otherwise permit such suspension or
termination); and
(iii) furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144 and the 1934 Act, (ii)
a
copy of the most recent annual or quarterly report of the Company and such
other
reports and documents so filed by the Company if such reports are not publicly
available via XXXXX, and (iii) such other information as may be reasonably
requested to permit the Investors to sell such securities pursuant to Rule
144
without registration.
(b)
If
the
Company at any time hereafter fails to timely file with the SEC an annual report
on Form 10-K or a quarterly report on Form 10-Q (i.e., fails to file any such
report on or before the applicable filing deadline therefor, without giving
effect to any extensions of time that may be permitted by Rule 12b-25 under
the
1934 Act (or successor thereto)), or on any day hereafter sales of all of the
Registrable Securities cannot be made as a result of a breach or violation
of
this Section 8, then, as partial relief for the damages to Lender by reason
of
any reduction of its ability to sell the Registrable Securities (which remedy
shall not be exclusive of any other remedies available hereunder, at law or
in
equity), the Company shall pay to Lender an amount in cash equal to in cash
equal to two percent (2%) of the initial aggregate principal amount of the
Revolving Loan Note (as such term is defined in the Credit Agreement) issued
on
the Closing Date with respect to each thirty (30) day period occurring on and
after such failure, breach or violation and prior to the date that the
applicable annual or quarterly report is filed with the SEC or the breach or
violation is cured, as applicable (in each case, pro rated for periods totaling
less than thirty (30) days). The payments to which a holder shall be entitled
pursuant to this Section 8(b) are referred to herein as “Filing
Delay Payments.”
Filing
Delay Payments shall be paid on the earlier of (I) the last day of the calendar
month during which such Filing Delay Payments are incurred and (II) the third
Business Day after the failure, breach or violation giving rise to the Filing
Delay Payments is cured. Notwithstanding the foregoing, no Filing Delay Payments
shall accrue with respect to any period after the first date as of which the
Investors may sell all of the Registrable Securities pursuant to Rule 144
without the requirement for compliance with Rule 144(c) (or successor thereto).
In the event the Company fails to make Filing Delay Payments in a timely manner,
such Filing Delay Payments shall bear interest, in each case until paid in
full,
at the rate of one and one-half percent (1.5%) per month, prorated for partial
months.”
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(i) Section
11(g) of the RRA is hereby amended and restated to read in its entirety as
follows:
“(g) Legends.
Lender
understands that the certificates or other instruments representing the Warrant
and the stock certificates representing the Warrant Shares, except as set forth
below, shall bear a restrictive legend in substantially the following form
(and
a stop-transfer order consistent therewith may be placed against transfer of
such stock certificates):
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR
(B)
AN APPROPRIATE EXEMPTION UNDER SAID ACT OR APPLICABLE SECURITIES LAWS OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which
it is
stamped if (i) such Securities are registered for resale under the 1933 Act,
(ii) in connection with a sale transaction, such holder provides the Company
with an opinion of counsel, in a generally acceptable form, to the effect that
a
public sale, assignment or transfer of the Securities may be made without
registration under the 1933 Act, (iii) such holder provides the Company with
reasonable assurance that the Securities can be sold pursuant to Rule 144
without the requirement for compliance with Rule 144 (d), (e) or (f) (or
successor thereto), or (iv) such holder provides the Company with reasonable
assurance that the Securities have been or are being sold pursuant to Rule
144.
Notwithstanding anything to the contrary contained herein or in any of the
Warrants, no certificates representing Warrant Shares issued pursuant to a
Cashless Exercise on or after May 1, 2008 shall bear any restrictive
legend.
2. Ratification
and Confirmation of RRA.
The
Company hereby adopts, ratifies and confirms the RRA, as amended by this
Amendment, and acknowledges and agrees that the RRA, as amended by the this
Amendment, is and remains in full force and effect. Except as expressly set
forth in Section 3 of this Amendment, the execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of
Lender under the RRA or any other agreement or instrument, nor constitute an
amendment or waiver of any other provision of the RRA or any other agreement
or
instrument.
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3. Waiver
of Registration Delay Payments.
(a) Subject
to Section 3(b), Lender hereby waives any breach by the Company of Section
2(a)
of the RRA (as in effect prior to amendment hereby) and waives its right to
receive Registration Delay Payments pursuant to Section 2(g) of the RRA (as
in
effect prior to amendment hereby) as a result of the failure of the Company
to
file with the SEC a Registration Statement covering the resale of all of the
Initial Registrable Securities prior to the Initial Filing
Deadline.
(b) The
limited waivers set forth in Section 3(a) hereof are conditioned upon, and
subject to, the validity and enforceability of the Company’s commitments and
obligations under this Amendment and the RRA (as amended hereby), the voiding,
setting aside, or determination of invalidity or unenforceability of which
shall
render such waivers null and void and of no force and effect, Lender being
entitled thereafter to exercise all remedies at law or in equity under the
RRA
as if Section 3(a) had not been part of this Amendment, as executed. The limited
waivers set forth in Section 3(a) hereof are not, nor shall they be deemed
to
be, waivers under any other circumstance or waivers of any other condition,
requirement, provision or breach of, or rights under, the RRA or any other
agreement or instrument.
3. Representations
and Warranties of Company.
The
Company hereby represents and warrants to each Buyer that:
(c) Authorization;
Enforcement; Validity.
The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Amendment and the RRA (as amended hereby).
The execution, delivery and performance by the Company of this Amendment and
the
RRA (as amended hereby) have been duly authorized by the Company, and no further
consent or authorization is required by the Company or its board of directors
or
shareholders. This Amendment has been duly executed and delivered by the
Company, and each of this Amendment and the RRA (as amended hereby) constitutes
a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms.
(d) No
Conflicts.
The
execution and delivery of this Amendment and the RRA (as amended hereby) by
the
Company and the performance by the Company of its obligations hereunder and
thereunder, did not and will not (i) result in a violation of the articles
of
incorporation or bylaws of the Company; (ii) conflict with, or constitute a
breach or default (or an event which, with the giving of notice or lapse of
time
or both, constitutes or would constitute a breach or default) under, or give
to
others any right of termination, amendment, acceleration or cancellation of,
or
other remedy with respect to, any agreement, indenture or instrument to which
the Company is a party; or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or by which any property or
asset of the Company is bound or affected. The Company is not required to obtain
any consent, authorization or order of, or make any filing or registration
with,
any court or governmental agency or any regulatory or self-regulatory agency
in
order for it to execute, deliver or perform any of its obligations under, or
contemplated by, this Amendment in accordance with the terms hereof and
thereof.
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4. Representations
and Warranties of Buyers.
Lender
hereby represents and warrants to the Company that (a) Lender is a validly
existing limited liability company, and has the requisite limited liability
company power and authority to enter into and perform its obligations under
this
Amendment and (b) this Amendment has been duly and validly authorized, executed
and delivered on behalf of Lender and is a valid and binding agreement of
Lender, enforceable against Lender in accordance with its terms.
5. Disclosure
of Transactions and Other Material Information.
On or
prior to 5:30 p.m., New York City time, on the fourth Business Day following
the
date hereof, the Company shall file a Form 8-K (the “Form
8-K”)
with
the SEC describing this Amendment, providing any other information required
to
be disclosed pursuant to the rules and regulations of the SEC, and including
as
an exhibit this Amendment, in the form required by the 1934 Act. From and
after
the filing of the Form 8-K with the SEC, Lender shall not be in possession
of
any material non-public information received from the Company, any of its
subsidiaries or any of their respective officers, directors, employees, agents
or affiliates.
6. Expenses.
Contemporaneously with the execution and delivery of this Amendment, the Company
shall reimburse each Lender for all of its out-of-pocket fees, costs and
expenses, including attorneys’ fees and expenses, incurred in connection with
the drafting, negotiation and execution of this Amendment.
7. Further
Assurances.
The
Company hereby agrees from time to time, as and when requested by Lender, to
execute and deliver or cause to be executed and delivered, all such documents,
instruments and agreements, including secretary’s certificates, and to take or
cause to be taken such further or other action, as Lender may reasonably deem
necessary or desirable in order to carry out the intent and purposes of this
Amendment and the RRA (as amended hereby).
8. Rules
of Construction.
All
words in the singular or plural include the singular and plural and pronouns
stated in either the masculine, the feminine or neuter gender shall include
the
masculine, feminine and neuter, and the use of the word “including” in this
Amendment shall be by way of example rather than limitation.
9. No
Strict Construction.
The
language used in this Amendment will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
10. Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than
the
State of Illinois.
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11. Entire
Agreement.
This
Amendment and the RRA (as amended hereby) supersede all other prior oral or
written agreements among Lender, the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed
herein.
12. Section
Headings.
The
section headings herein are for convenience of reference only, and shall not
affect in any way the interpretation of any of the provisions
hereof.
13. Counterparts.
This
Amendment may be executed and delivered in one or more counterparts, and by
the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement, and shall become effective when
counterparts have been signed by each party hereto and delivered to the other
parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature to this Amendment is delivered
by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing
(or
on whose behalf such signature is executed) with the same force and effect
as if
such facsimile or “.pdf” signature page were an original thereof. No party
hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf”
format data file to deliver a signature to this Amendment or the fact that
such
signature was transmitted or communicated through the use of a facsimile machine
or e-mail delivery of a “.pdf” format data file as a defense to the formation or
enforceability of a contract, and each party hereto forever waives any such
defense.
14. Successors.
This
Amendment shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, including any purchasers of the
Securities.
[SIGNATURES
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IN
WITNESS WHEREOF,
the
Company and Lender have executed this Amendment as of the Effective
Date.
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COMPANY:
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CAPITAL
GROWTH SYSTEMS, INC.
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By:
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Name:
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Title:
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LENDER:
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HILCO
FINANCIAL, LLC
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By:
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Xxxxx Xxxxx, Executive Vice President |
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