AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of June 19, 2013 amongGuarantee and Collateral Agreement • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone)
This Amended and Restated Guarantee and Collateral Agreement, dated as of June 19, 2013 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (“Agreement”) is entered into and effective as of June 19, 2013 (the “Effective Date”), by and between Focus Venture Partners, Inc., a Nevada corporation (the “Company”), and 5G Investments, LLC, a Delaware limited liability company (the “Investor”).
ASSIGNMENT AND CONSENT TO ASSIGNMENT AGREEMENTAssignment and Consent to Assignment Agreement • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York
This Assignment and Consent to Assignment Agreement (the “Agreement”) is entered as of June 19, 2013 by and among Focus Venture Partners, Inc., a Nevada corporation (the “Assignor”), Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Assignee”), and 5G Investments, LLC, a Delaware limited liability company (the “Investor”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made as of June 19, 2013, by and among Beacon Enterprise Solutions Group, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"); Focus Venture Partners, Inc., a corporation organized and existing under the laws of Nevada ("Focus"); the shareholders of Focus identified on the signature page hereto (the “Pledgors”) and Sichenzia Ross Friedman Ference LLP (the "Escrow Agent").
AGREEMENTTermination Agreement • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • Pennsylvania
This Agreement (“Agreement”) dated and effective as of June 19, 2013 (the “Effective Date”), is made by and among Focus Venture Partners, Inc. (“FVP”), Beacon Enterprise Solutions Group, Inc. (“Beacon”), and Christopher B. Ferguson (“CBF”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among: BEACON ENTERPRISE SOLUTIONS GROUP, INC., a Nevada corporation; BEACON ACQUISITION SUB, INC., a Nevada corporation; and FOCUS VENTURE PARTNERS, INC., a Nevada corporation Dated as of June 19, 2013Agreement and Plan of Merger • June 25th, 2013 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of June 19, 2013, by and among BEACON ENTERPRISE SOLUTIONS GROUP, INC., a Nevada corporation (“Beacon”), BEACON ACQUISITION SUB, INC., a newly formed Nevada corporation and a wholly owned subsidiary of Beacon (the “Merger Sub”), and FOCUS VENTURE PARTNERS, INC., a Nevada corporation (“Focus”). Capitalized terms used in this Agreement are defined in Exhibit A.
