0001144204-06-049326 Sample Contracts

PATRICK C. SHUTT EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

Agreement dated as of September 8, 2006, between Capital Growth Systems, Inc., a Florida corporation, having a place of business at 50 East Commerce Drive, Suite A, Schaumburg, Illinois 60173 (the “Company”), and Patrick C. Shutt (the “Executive”).

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CAPITAL GROWTH SYSTEMS, INC. PERFORMANCE OPTION AGREEMENT THOMAS G. HUDSON
Performance Option Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS PERFORMANCE OPTION AGREEMENT (“Agreement”) is made and entered into as of the 8th day of September, 2006, by and between Capital Growth Systems, Inc. (“Company”) and Thomas G. Hudson, an individual (“Optionee”).

CAPITAL GROWTH SYSTEMS, INC. STOCK OPTION AGREEMENT GEORGE A. KING
Stock Option Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the 8th day of September, 2006, by and between Capital Growth Systems, Inc. (“Company”) and George A. King, an individual (“Optionee”).

Contract
Capital Growth Systems Inc /Fl/ • November 20th, 2006 • Blank checks • Illinois

THIS WARRANT AND THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PURCHASE AGREEMENT
Purchase Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

This PURCHASE AGREEMENT (the “Agreement”), by and among LaSalle 20/20 Lender, LLC, an Illinois limited company (“LaSalle”), Capital Growth Systems, Inc., a Florida corporation (“CGSY”) and each of the “Other Lenders” as defined below, by LaSalle, on behalf of each of the Other Lenders, pursuant to that certain Note Administration Agreement, by and among LaSalle and each of the Other Lenders (the “Note Administration Agreement”), is entered into as of August 24, 2006 (the “Agreement Date”).

AMENDMENT NO. 1 TO THOMAS G. HUDSON EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks

This Amendment No. 1 (this “Amendment”) is effective as of September 8, 2006, and is by and between Capital Growth Systems, Inc., a Florida corporation (the “Company”), and Thomas G. Hudson, a resident of Minnesota (the “Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Employment Agreement (as defined below).

Contract
Capital Growth Systems Inc /Fl/ • November 20th, 2006 • Blank checks • Illinois

THIS WARRANT AND THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PURCHASE AGREEMENT
Purchase Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

This PURCHASE AGREEMENT (the “Agreement”), by and between Augustine Fund, L.P., an Illinois limited partnership (“Augustine”), Capital Growth Systems, Inc., a Florida corporation (“CGSY”) and Michael Balkin (“Balkin”) and David Lies (“Lies”) (each of Balkin and Lies, also a “Guarantor” and collectively the “Guarantors”) is entered into as of July 28, 2006 (the “Agreement Date”).

FIRST AMENDMENT TO BRIDGE NOTE PURCHASE AGREEMENT
Bridge Note Purchase Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks

First Amendment dated as of August 24, 2006 to that certain Bridge Purchase Agreement dated as of August 23, 2006 (“Agreement”) by and among Capital Growth Systems, Inc., a Florida corporation (“Borrower” or “Company”) and each of the persons advancing bridge loans to Borrower in accordance with the terms of the Agreement (each a “Lender” and collectively, “Lenders”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.

BRIDGE NOTE PURCHASE AGREEMENT
Note Administration and Security Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
AGREEMENT
Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS AGREEMENT (the “Agreement”) is made this 24th day of August, 2006 (the “Agreement Date”) by and among Capital Growth Systems, Inc., a Florida corporation (“CGSY”) and Mellon Enterprises, LLC or its assigns (“Mellon”).

SEPARATION AGREEMENT
Separation Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

This Separation Agreement (“Agreement”) is made as of the 30th day of September, 2006 by and between Capital Growth Systems, Inc., a Florida corporation (“Company”), and Rory Herriman, CTO of Capital Growth Systems, Inc. (“Executive”).

AGREEMENT
Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS AGREEMENT (the "Agreement") is made this 28th day of July, 2006 (the “Agreement Date”) by and among Capital Growth Systems, Inc., a Florida corporation (“CGSY”) and Michael Balkin and David Lies (each a “Guarantor” and collectively, the “Guarantors”).

MELLON INDUCEMENT AGREEMENT
Mellon Inducement Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS INDUCEMENT AGREEMENT (this “Agreement”) is made as of September 8, 2006 by and between Mellon Enterprises, Limited Partnership, a South Dakota limited partnership (“Mellon”) and Capital Growth Systems, Inc., a Florida corporation (“CGSY”), under the following circumstances:

AMENDMENT NO. 1 TO THOMAS G. HUDSON STOCK OPTION AGREEMENT
Stock Option Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks

This Amendment No. 1 (this “Amendment”) is effective as of September 8, 2006, and is by and between Capital Growth Systems, Inc., a Florida corporation (the “Company”), and Thomas G. Hudson, a resident of Minnesota (the “Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Option Agreement (as defined below).

INDUCEMENT AGREEMENT
Inducement Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

THIS INDUCEMENT AGREEMENT (this “Agreement”) is made as of September 8, 2006 by and between Venture Equities Management, Inc. (“VEMI”) and Mellon Enterprises, Limited Partnership, a South Dakota limited partnership (“Mellon”), and Capital Growth Systems, Inc., a Florida corporation (“CGSY”), under the following circumstances:

CONSULTING AGREEMENT
Consulting Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois

This MUTUAL CONSULTING AGREEMENT (the “Agreement”) is made effective as of September 30, 2006 (the “Effective Date”) by and between Nexvu Technologies, LLC., a Delaware limited liability company (“Nexvu”) and Rory Herriman (“Consultant”).

Contract
Capital Growth Systems Inc /Fl/ • November 20th, 2006 • Blank checks • Illinois

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.

Agreement And Plan of Merger by and among Capital Growth Systems, Inc. 20/20 Merger Sub, Inc. 20/20 Technologies, Inc. 20/20 Representative, Inc. Dated as of September 8, 2006
Agreement and Plan of Merger • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
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