CENTREPATH BRIDGE NOTE PURCHASE AGREEMENTBridge Note Purchase Agreement • December 6th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
AGREEMENT AND PLAN OF MERGER by and among CAPITAL GROWTH SYSTEMS, INC., as Parent, CGSI MERGERCO, INC., as MergerCo, and CENTREPATH, INC., as the Company November 22, 2006Merger Agreement • December 6th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 22, 2006 by and among CentrePath, Inc., a Delaware corporation (the “Company”), CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“Parent”), and CGSI MERGERCO, Inc., a Delaware corporation (“MergerCo”).
ContractNote Agreement • December 6th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF OR IN CONNECTION HEREWITH 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.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 6th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks
This Amendment to Agreement and Plan of Merger (this “Amendment”) is made as of November 30, 2006 by and among CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“Capital Growth”), GLOBAL CAPACITY MERGER SUB, INC., a Texas corporation (“Global Capacity Mergeco”), GLOBAL CAPACITY GROUP, INC., a Texas corporation (“Global Capacity”), JOHN ABRAHAM (“Abraham”) and DAVID P. WALSH (“Walsh”), (Abraham and Walsh are hereinafter collectively referred to as the “Shareholders”), under the following circumstances:
