PURCHASE AGREEMENTPurchase Agreement • August 7th, 2008 • Act-De LLC • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of August 1, 2008 by and among ACT-DE LLC, a Delaware limited liability company (“HIG”), the other “Buyer” parties identified on Schedule 1 hereto (collectively with HIG, the “Buyers”), and ENCOMPASS GROUP AFFILIATES, INC., formerly ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (the “Company”).
STOCKHOLDERS AGREEMENTStockholders Agreement • August 7th, 2008 • Act-De LLC • Services-business services, nec • Florida
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of August 17, 2007, by and among Advanced Communications Technologies, Inc., a Florida corporation (the “Company”), ACT-DE, LLC, a Delaware limited liability company (“HIG”), Fred V. Baldwin, an individual resident of the State of Florida (“Baldwin”), Robert Coolidge, an individual resident of the State of Florida (“Coolidge”) and Scott Cameron, an individual resident of the State of Florida (“Cameron”) (Baldwin, Coolidge and Cameron each, a “VB Investor” and collectively, the “VB Investors”), and any party who from time to time becomes party to this Agreement as a VB Shareholder or HIG Shareholder by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A.
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENTStockholder Agreement • August 7th, 2008 • Act-De LLC • Services-business services, nec
This AMENDMENT NO. 1, dated as of August 1, 2008, is among (a) ENCOMPASS GROUP AFFILIATES, INC., formerly Advanced Communications Technologies, Inc., a Florida corporation (the “Company”), (b) ACT-DE, LLC (“HIG”) and (c) the Persons identified on Schedule 1 as “Sankaty Investors” (the “Sankaty Investors”) to the Original Agreement, and (d) any other Person who becomes a party to the Original Agreement as hereby amended by executing an Instrument of Accession thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.
