COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC.Capital Growth Systems Inc /Fl/ • November 20th, 2008 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Approval date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date the Authorized Share Approval is received and effective (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capital Growth Systems, Inc., a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November ____, 2008 between Capital Growth Systems, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractCapital Growth Systems Inc /Fl/ • November 20th, 2008 • Services-business services, nec • New York
THIS SECURITY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE ARCHER INTERCREDITOR AGREEMENT AND EACH HOLDER OF THIS SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE ARCHER INTERCREDITOR AGREEMENT.
SECURITY AGREEMENTSecurity Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of November ___, 2008 (this “Agreement”), is among Capital Growth Systems, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Secured Convertible Debentures due seven years following their initial issuance, in the original aggregate principal amount of up to $17,325,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of November __, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Capital Growth Systems, Inc., a Florida corporation (the “Company”) and the Purchasers.
DEBT SUBORDINATION AND INTERCREDITOR AGREEMENTDebt Subordination and Intercreditor Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec
This Debt Subordination and Intercreditor Agreement (as the same may from time to time be amended, modified or restated, the “Agreement”) is dated as of November __, 2008, and is entered into by and among (a) CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“Parent”), (b) GLOBAL CAPACITY GROUP, INC., a Texas corporation (“GCG”), (c) CENTREPATH, INC., a Delaware corporation (“Centrepath”), (d) 20/20 TECHNOLOGIES, INC., a Delaware corporation (“20/20 Inc.”), (e) 20/20 TECHNOLOGIES I, LLC, a Delaware limited liability company (“20/20 LLC”), (f) NEXVU TECHNOLOGIES, LLC, a Delaware limited liability company (“Nexvu”), (g) FNS 2007, INC., a Delaware corporation (“FNS”), (h) VANCO DIRECT USA, LLC, a Delaware limited liability company (“Vanco”), (i) MAGENTA NETLOGIC LIMITED, a company incorporated in England and Wales (“Magenta”), (j) CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“Acquisition”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Vanco, Magenta and Acqui
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of November __, 2008, by and between the holders of Capital Growth Systems, Inc.’s Original Issue Discount Secured Convertible Debentures Due March 2015signatory hereto (“Existing Creditors”) and the New Creditors (as defined below) (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
TERM LOAN AND SECURITY AGREEMENT Dated as of November ____, 2008 Among CAPITAL GROWTH SYSTEMS, INC., GLOBAL CAPACITY GROUP, INC., CENTREPATH, INC., 20/20 TECHNOLOGIES, INC., 20/20 TECHNOLOGIES I, LLC, NEXVU TECHNOLOGIES, LLC, FNS 2007, INC., MAGENTA...Term Loan and Security Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the ___ day of September, 2008 among CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“Parent”), GLOBAL CAPACITY GROUP, INC., a Texas corporation (“GCG”), CENTREPATH, INC., a Delaware corporation (“Centrepath”), 20/20 TECHNOLOGIES, INC., a Delaware corporation (“20/20 Inc.”), 20/20 TECHNOLOGIES I, LLC, a Delaware limited liability company (“20/20 LLC”), NEXVU TECHNOLOGIES, LLC, a Delaware limited liability company (“Nexvu”), FNS 2007, INC., a Delaware corporation (“FNS”), MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England and Wales (“Magenta”), CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“CG Acquisition”), VANCO DIRECT USA, LLC, t/b/k/a Global Capacity Direct, LLC, a Delaware limited liability company (“Vanco”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Magenta, CG Acquisition and Vanco are referred to herein individually as a “Borrower” and collecti
CONSENT, WAIVER, AMENDMENT AND EXCHANGE AGREEMENTAnd Exchange Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec
THIS CONSENT, WAIVER, AMENDMENT AND EXCHANGE AGREEMENT (the“Agreement”), dated as of November ___, 2008, is entered into by and among Capital Growth Systems, Inc., a Florida corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the March Purchase Agreement (as defined below).
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Oregon
This Independent Consulting Agreement (“Agreement”), effective as of the 1st day of November, 2008 (“Effective Date”) is entered into by and between Capital Growth Systems, Inc., a Florida corporation (herein referred to as the “Company”), and Salzwedel Financial Communications, Inc., an Oregon corporation (herein referred to as the “Consultant”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of November __, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Vanco plc (in administration) (together with its permitted assigns, “Vanco”).
INTEREST AND LOAN PURCHASE AGREEMENTInterest and Loan Purchase Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Delaware
This Interest and Loan Purchase Agreement (the “Agreement”), dated as of November 14, 2008 (the “Effective Date”), by and among Vanco plc (in administration), a company incorporated under the laws of England and Wales with registered company number 3470117 (“Seller”), Simon John Granger and Chad Griffin, each an insolvency practitioner of FTI Consulting Limited, a company incorporated under the laws of England and Wales with registered company number 04805205, in their respective capacities as joint administrators of Seller (collectively, “Administrators”), and Capital Growth Acquisition, Inc., a corporation organized under the laws of Delaware (“Buyer”).
ContractCapital Growth Systems Inc /Fl/ • November 20th, 2008 • Services-business services, nec • New York
THIS SECURITY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 9 OF THIS DEBENTURE AND THE OTHER DEBENTURE INTERCREDITOR AGREEMENT (AS DEFINED BELOW) AND EACH HOLDER OF THIS SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE OTHER DEBENTURE INTERCREDITOR AGREEMENT AND SECTION 9 HEREOF.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Delaware
This Management Services Agreement (the “Agreement”) is entered into this ___ day of November, 2008, by and among Vanco plc (in administration), a company incorporated under the laws of England and Wales with registered number 3470117 (“Vanco”), Simon John Granger and Chad Griffin, each an insolvency practitioner of FTI Consulting Limited, a company with its principal offices at Holborn Gate, 26 Southampton Buildings, London, WC2A 1PB, in their respective capacities as joint administrators of Vanco (together the “Administrators,” which term shall include their successors in office), and Capital Growth Acquisition, Inc., a corporation organized under the laws of Delaware (“Manager”). Individually, each of Manager, the Administrator, and Vanco is a “Party” and collectively they are the “Parties.”
