ContractCapital Growth Systems Inc /Fl/ • August 4th, 2009 • 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 AGREEMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND EACH HOLDER OF THIS SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE ARCHER INTERCREDITOR AGREEMENT.
COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC.Capital Growth Systems Inc /Fl/ • August 4th, 2009 • 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).
DEBT SUBORDINATION AND INTERCREDITOR AGREEMENTDebt Subordination and Intercreditor Agreement • August 4th, 2009 • 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 July 31, 2009, 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) GLOBAL CAPACITY DIRECT USA, LLC, a Delaware limited liability company (“GCD”), (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, GCD, Magenta and Acq
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of July 31, 2009 (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.
Contract2009 Intercreditor Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This 2009 INTERCREDITOR AGREEMENT (the “Agreement”) is made and effective as of July 31, 2009, by and among the holders of the Company’s Original Issue Discount Secured Convertible Debentures due March 2015 signatory hereto (the “March Creditors”), the holders of Capital Growth Systems, Inc.’s Original Issue Discount Secured Convertible Debentures Due November 2015 signatory hereto (the “November Creditors”), the holders of the Company’s VPP Debentures due November 2011 signatory hereto (the “VPP Creditors” and together with the March Creditors, the “Existing Creditors”) and the July Creditors (as defined below) (the Existing Creditors and the July Creditors are collectively referred to as the “Creditors”).
VPP SECURITY AGREEMENTVPP Security Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This VPP SECURITY AGREEMENT, dated as of July 31, 2009 (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 VPP Original Issue Discount Secured Convertible Debentures due November 30, 2011 (collectively, the “VPP Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ContractWaiver and Amendment Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec
THIS 2009 SUB DEBT CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”), dated as of July 31, 2009, 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).
FIRST AMENDMENT, WAIVER, EXTENSION AND CONSENTCapital Growth Systems Inc /Fl/ • August 4th, 2009 • Services-business services, nec • New York
THIS FIRST AMENDMENT, WAIVER, EXTENSION AND CONSENT, dated as of April __, 2009 (this “Amendment”), is entered into by and among CAPITAL GROWTH SYSTEMS, INC., d/b/a Global Capacity, 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”), CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“CG Acquisition”), FNS 2007, INC., a Delaware corporation (“FNS”), VANCO DIRECT USA, LLC, a Delaware limited liability company to be known as GLOBAL CAPACITY DIRECT, LLC (“VDUL”), and MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England and Wales (“Magenta”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, CG Acquisition, FNS, VDUL and Magenta are each referred to
SECOND AMENDMENT AND WAIVERAnd Waiver • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
THIS SECOND AMENDMENT AND WAIVER, dated as of July 31, 2009 (this “Second Amendment”), is entered into by and among (the “Agreement”), with respect to the Term Loan and Security Agreement dated as of November 19, 2008, by and among CAPITAL GROWTH SYSTEMS, INC., d/b/a Global Capacity, 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”), CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“CG Acquisition”), FNS 2007, INC., a Delaware corporation (“FNS”), GLOBAL CAPACITY DIRECT, LLC f/k/a VANCO DIRECT USA, LLC (“GCD”), and MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England and Wales (“Magenta”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, CG
ContractCapital Growth Systems Inc /Fl/ • August 4th, 2009 • 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 SENIOR LENDER INTERCREDITOR AGREEMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND EACH HOLDER OF THIS SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE JULY SENIOR LENDER INTERCREDITOR AGREEMENT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2009 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”).
SECURITY AGREEMENTSecurity Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of July 31, 2009 (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 May 30, 2011, in the original aggregate principal amount of up to $7,000,000, subject to increase based upon additional draws of up to an additional $3,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
VPP SECURITIES PURCHASE AGREEMENTVPP Securities Purchase Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2009 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”).
