GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
Guarantee and Collateral Agreement, dated as of December 3, 2012 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, “Grantors”), in favor of ATALAYA ADMINISTRATIVE LLC, in its capacity as administrative agent ("Agent") for all Lenders party to the Credit Agreement (as hereafter defined).
SUBORDINATION AGREEMENTSubordination Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of December 3, 2012 by and among (i) Michael Traina (“Junior Lender”); (ii) Optos Capital Partners, LLC (“Optos”) and Focus Venture Partners, Inc. (“Ultimate Parent”) (Optos and Ultimate Parent sometimes hereinafter are referred to individually as an “Obligor” and collectively as the “Obligors”); and (iii) Atalaya Administrative LLC, in its capacity as administrative agent for the Lenders party to the Credit Agreement referred to below (“Senior Lender”).
CREDIT AGREEMENT dated as of DECEMBER 3, 2012 among OPTOS CAPITAL PARTNERS, LLC, MDT LABOR, LLC, FOCUS FIBER SOLUTIONS, LLC, JUS-COM, INC., CMK RESOURCE GROUP, LLC and TOWNSEND CAREERS, LLC, as Borrowers, THE VARIOUS FINANCIAL INSTITUTIONS PARTY...Credit Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
This Credit Agreement (this "Agreement") dated as of December 3, 2012 is among Optos Capital Partners, LLC, a Delaware limited liability company, MDT Labor, LLC, a Delaware limited liability company, Focus Fiber Solutions, LLC, a Delaware limited liability company, Jus-Com, Inc., an Indiana corporation, CMK Resource Group, LLC, a Delaware limited liability company, and Townsend Careers, LLC, a Maryland limited liability company (each a "Borrower" and collectively, the “Borrowers”); the financial institutions that are or from time to time may become parties hereto, as Lenders hereunder; and Atalaya Administrative LLC, a New York limited liability company (in its individual capacity, “Atalaya Administrative”), as administrative agent for Lenders.
ContractPromissory Note • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This instrument (Promissory Term Note) and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as the same may be amended, supplemented, replaced, substituted, refinanced, or otherwise modified from time to time, the “Subordination Agreement”) dated as of December 3, 2012 among Michael Traina, Optos Capital Partners, LLC, Focus Venture Partners, Inc., and Atalaya Administrative LLC, to the Senior Debt (as defined therein), as more particularly described in the Subordination Agreement, and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
INTEREST PURCHASE AGREEMENT BY AND BETWEEN Optos Capital Partners, LLC and Michael D. Traina For 100% of the Membership Interests of: MDT LABOR, LLC d/b/a MDT Technical Dated as of December 3, 2012 INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This Interest Purchase Agreement (the “Agreement”) is made as of December 3, 2012, by and between Optos Capital Partners, LLC, a Delaware Limited Liability Company (“Buyer”) and Michael D. Traina, whose address is 2 Mercer Gate Drive, Doylestown, Pennsylvania 18901 (“Seller”).
Form of NoteNote • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of December 3, 2012 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among Borrowers, the financial institutions (including Lender) party thereto from time to time and Administrative Agent, as administrative agent for such financial institutions, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 3, 2012, by and between Focus Venture Partners, Inc., a Delaware corporation (the “Company”), and Atalaya Special Opportunities Fund IV LP (Tranche B), a Delaware limited partnership (“Atalaya Fund IV”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 9 hereof.
GUARANTY AGREEMENTGuaranty Agreement • January 9th, 2013 • Focus Venture Partners, Inc • Communications services, nec • Pennsylvania
This GUARANTY (this "Agreement"), dated as of the 3rd day in December 2012, is entered into by Focus Venture Partners, Inc., a Nevada corporation “Guarantor”) by and between and in favor of Michael D. Traina an individual residing at 2 Mercer Gate Drive, Doylestown, Pennsylvania 18901 (“Lender”).
