Contract
EXHIBIT
10.11
THIS
NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A)
AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
(B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS
NOT
REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH
OF
CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS
OF
ANY STATE OF THE UNITED STATES.
CONVERTIBLE
PROMISSORY NOTE
|
$
|
800,000
|
September
8, 2006
|
FOR
VALUE
RECEIVED, Capital
Growth Systems, Inc.,
a
Florida corporation (the “Borrower”), hereby promises to pay to the order of
Xxxxxxx Xxxxxx (the “Lender”), the principal sum of Eight Hundred Thousand
($800,000), together with interest thereon from the date of this Convertible
Promissory Note (the “Note”). Simple interest shall accrue on the principal
balance of this Note at eighteen percent (18%) per annum. The principal and
accrued interest shall be due and payable by the Borrower on the Maturity
Date.
This
Note
is one of the Notes issued pursuant to the Purchase Agreement dated as of
August 23, 2006, pursuant to which this form of Note is attached as an
exhibit (“Purchase Agreement”), and capitalized terms not defined herein shall
have the meaning set forth in the Purchase Agreement.
1. Payment.
All
payments shall be made in lawful money of the United States of America at the
principal office of the Borrower, or at such other place as the holder hereof
may from time to time designate in writing to the Borrower. Payment shall be
credited first to Costs (as defined below), if any, then to accrued interest
due
and payable and any remainder applied to principal. Prepayment may be made
in
whole or part without penalty, and the Company shall fund prepayments as
provided for in the Purchase Agreement. In connection with the delivery,
acceptance, performance or enforcement of this Note, the Borrower hereby waives
demand, notice, presentment, protest, notice of dishonor and other notice of
any
kind, and asserts to extensions of the time of payment, release, surrender
or
substitution of security, or forbearance or other indulgence, without notice.
The Borrower agrees to pay all amounts under this Note without offset,
deduction, claim, counterclaim, defense or recoupment, all of which are hereby
waived.
2. Amendments
and Waivers; Resolutions of Dispute; Notice.
The
amendment or waiver of any term of this Note, the resolution of any controversy
or claim arising out of or relating to this Note and the provision of notice
shall be conducted pursuant to the terms of the Purchase Agreement.
3. Successors
and Assigns.
This
Note applies to, inures to the benefit of, and binds the successors and assigns
of the parties hereto; provided, however, that the Borrower may not assign
its
obligations under this Note without the written consent of the Servicer or
Majority Note Holders and the Lender may not, without the written consent of
the
Borrower (which shall not be unreasonably withheld), assign all or any portion
of this Note to any person or entity. Any transfer of this Note may be effected
only pursuant to the Purchase Agreement and by surrender of this Note to the
Borrower and reissuance of a new note to the transferee, who agrees in writing
in form satisfactory to Lender to be bound by the terms of the Purchase
Agreement. The Lender and any subsequent holder of this Note receives this
Note
subject to the foregoing terms and conditions, and agrees to comply with the
foregoing terms and conditions for the benefit of the Borrower and any other
Lenders.
4. Officers
and Directors not Liable.
In no
event shall any officer or director of the Borrower or Servicer be liable for
any amounts due and payable pursuant to this Note.
5. Expenses.
The
Borrower and hereby agrees, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys’ fees and legal
expenses, incurred by the holder of this Note (“Costs”) in endeavoring to
collect any amounts payable hereunder which are not paid when due, whether
by
declaration or otherwise. The Borrower agrees that any delay on the part of
the
holder in exercising any rights hereunder will not operate as a waiver of such
rights. The holder of this Note shall not by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies, and no waiver
of any kind shall be valid unless in writing and signed by the party or parties
waiving such rights or remedies.
6. Governing
Law.
This
Note shall be governed by and construed under the laws of the State of Illinois
as applied to other instruments made by Illinois residents to be performed
entirely within the State of Illinois. Any dispute with respect to this Note
shall be litigated in the state or federal courts situated in Cook County,
Illinois.
7. Approval.
The
Borrower hereby represents that it has approved the Borrower’s execution of this
Note based upon a reasonable belief that the principal provided hereunder is
appropriate for the Borrower after reasonable inquiry concerning the Borrower’s
financing objectives and financial situation. In addition, the Borrower hereby
represents that it intends to use the principal of this Note primarily for
the
operations of its business, and not for any personal, family or household
purpose.
IN
WITNESS WHEREOF, the Borrower has executed this Note on the day and year first
above written.
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Capital
Growth Systems, Inc..
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|||
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By:
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/s/
Xxxxxx X. Xxxxxx
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||
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Its:
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Xxxxxx
X. Xxxxxx
Chief
Executive Officer
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||
Schedule
to Exhibit 10.11
The
agreements listed below are substantially identical to this exhibit and
are not
being filed separately as exhibits pursuant to Rule 12b-31 promulgated
under the
Exchange Act.
|
Mellon
Enterprises, Limited Partnership
|
$
|
2,250,000
|
September
8, 2006
|
||||
|
Mellon
Enterprises, Limited Partnership
|
$
|
495,000
|
September
8, 2006
|
||||
|
Xxxxx
X. Xxxx
|
$
|
800,000
|
September
8, 2006
|
||||
|
Xxxxxx
Xxxx III
|
$
|
107,096
|
September
8, 2006
|
||||
|
Xxxxxx
Xxxxxx
|
$
|
200,000
|
September
8, 2006
|
||||
|
Xx.
Xxxx Xxxxxxxx
|
$
|
101,764
|
September
8, 2006
|
||||
|
Xxxxxxxx
D’Xxxxxx
|
$
|
25,441
|
September
8, 2006
|
||||
|
Xxxxxxx
X. Xxxxxxxx
|
$
|
25,374
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxxxxx
|
$
|
25,307
|
September
8, 2006
|
||||
|
Xxxxxxx
D’Xxxxxx
|
$
|
20,338
|
September
8, 2006
|
||||
|
Xx.
Xxxxxx Xxxxxxx
|
$
|
15,282
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxxx
|
$
|
51,900
|
September
8, 2006
|
||||
|
Xxxxx
Xxxxxxxx
|
$
|
101,151
|
September
8, 2006
|
||||
|
Xxxx
Xxxxxx
|
$
|
101,151
|
September
8, 2006
|
||||
|
Xxxxxx
Xxxxxxxx
|
$
|
30,184
|
September
8, 2006
|
||||
|
Xxxxxxx
X. Xxxx
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$
|
100,000
|
September
8, 2006
|
||||
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Hyatt
Xxxxxxx Capital LLC
|
$
|
56,250
|
September
8, 2006
|
||||
|
Xxxxx
Xxxxx
|
$
|
28,125
|
September
8, 2006
|
||||
|
Xxxxx
Xxxxx
|
$
|
11,250
|
September
8, 2006
|
||||
|
Cabrien,
Inc.
|
$
|
56,250
|
September
8, 2006
|
||||
|
Xxxxxx
X. Xxxxx
|
$
|
28,125
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxxxxxx
|
$
|
56,250
|
September
8, 2006
|
||||
|
Xxxx
Xxxxxxx
|
$
|
22,500
|
September
8, 2006
|
||||
|
Xxxxxx
X. Xxxxxxx
|
$
|
22,500
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxxxxx
|
$
|
56,250
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxx
|
$
|
16,875
|
September
8, 2006
|
||||
|
Xxxxx
Xxxxx
|
$
|
28,125
|
September
8, 2006
|
||||
|
Xxxxxx
X. Xxxxxxx
|
$
|
28,125
|
September
8, 2006
|
||||
|
LaSalle
20/20 Lender, LLC
|
$
|
325,013
|
September
8, 2006
|
||||
|
Xxx
Xxxxxxxxx
|
$
|
56,250
|
September
8, 2006
|
||||
|
Xxxxxxxx
Xxxxx
|
$
|
11,250
|
September
8, 2006
|
||||
|
Aldia
Trust
|
$
|
28,125
|
September
8, 2006
|
||||
|
Xxxxxx
X. Xxxxxx
|
$
|
100,153
|
September
8, 2006
|
||||
|
Xxxxxxx
Xxxxx
|
$
|
50,964
|
September
8, 2006
|
||||
|
Xxxxx
Xxxxxxxx
|
$
|
250,000
|
September
21, 2006
|
||||
|
Xxxxxx
Xxxxxx
|
$
|
100,000
|
October
3, 2006
|
||||
|
Xxxxxx
X. Xxxxx
|
$
|
400,000
|
October
5, 2006
|
||||
|
Xxxxxx
Xxxx
|
$
|
150,000
|
October
11, 2006
|
||||
|
Xxx
Xxxxxxxxx
|
$
|
50,000
|
October
17, 2006
|
