SECURITIES PURCHASE AGREEMENT dated as of July 29, 2011 among MIDAS MEDICI GROUP HOLDINGS, INC. (the “Company”) CONSONUS TECHNOLOGIES, INC. STRATEGIC TECHNOLOGIES, INC. WEATHERWISE USA, INC. (the “Subsidiaries”), and THE PURCHASERS NAMED HEREIN (the...Securities Purchase Agreement • August 4th, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of July 29, 2011, among Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), Consonus Technologies, Inc. (“CTI”), a Delaware corporation and wholly-owned subsidiary of the Company, Strategic Technologies, Inc. (“STI”), a North Carolina corporation and wholly-owned subsidiary of CTI, and WeatherWise USA, Inc. (“WWUSA”), a Delaware corporation and wholly-owned subsidiary of Utilipoint Analytics, Inc., which is a wholly-owned subsidiary of the Company (CTI, STI and WWUSA are hereinafter referred to as the “Subsidiaries”), Knox Lawrence International, LLC, a Delaware limited liability company (“Agent”), and the Purchasers listed on Schedule I (collectively, the “Purchasers”).
AMENDMENT AGREEMENTStock Purchase Agreement • August 4th, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services
AMENDMENT No. 1 (this “Amendment”), dated as of August 1, 2011, to the STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”) dated as of the 15th day of July, 2011 (the “Effective Date”), by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (the “Buyer”), CAIRENE INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands (the “Seller”) TADEU VANI FUCCI, an individual (“T. Fucci”), ANTONIO FONTE, an individual (“A. Fonte”), and IOCO SAUKAS, an individual (“I. Saukas”), (T. Fucci, A. Fonte, and I. Saukas are sometimes referred to herein singly as a “Shareholder” and together as the “Shareholders”), CIMCORP, INC., a company organized under the laws of the Cayman Islands, CIMCORP COMÉRCIO INTERNACIONAL E INFORMÁTICA S.A., a Brazilian sociedade anônima, CIMCORP COMÉRCIO E SERVIÇOS TECNOLÓGICOS E INFORMÁTICA LTDA., a Brazilian limitada, CIMCORP USA, LLC, a Florida limited liability company (together, the “Companies”), and JURI SAUKAS (“J. Saukas”
COMMERCIAL FINANCING AGREEMENTCommercial Financing Agreement • August 4th, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Alabama
Commercial Financing Agreement (the "Agreement") made this 29th day of July 2011 between MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation, with an office for the transaction of business at 445 Park Avenue 20th Floor, New York, NY, 10022, STRATEGIC TECHNOLOGIES, INC., a North Carolina corporation, with an office for the transaction of business at 301 Gregson Drive, Cary, NC, 27511 known or trading as "Consonus" and "Strategic Technology" (jointly, severally and collectively, the "Company"), and PORTER CAPITAL CORPORATION, an Alabama corporation with offices for the transaction of business located at 292 Madison Avenue, NY, NY, 10017; 38 Grove Street – Building C, Ridgefield, CT 06877; and 2112 First Avenue North, Birmingham, Alabama 35203 ("Porter Capital"). Company and Porter Capital agree and shall be legally bound as follows:
