WARRANTWarrant Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
LOAN AND SECURITY AGREEMENT among GENESIS GROUP HOLDINGS, INC. as Borrower, RIVES-MONTEIRO LEASING, LLC and TROPICAL COMMUNICATIONS, INC. each as Guarantor and MIDMARKET CAPITAL PARTNERS, LLC as Agent Dated as of September 17, 2012Loan and Security Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
This LOAN AND SECURITY AGREEMENT is dated as of September 17, 2012 and entered into by and among GENESIS GROUP HOLDINGS, INC., a Delaware limited liability company (“Borrower”), RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company, TROPICAL COMMUNICATIONS, INC., a Florida corporation, and each other Person that is, or may from time to time hereafter become, a party to this Agreement as a guarantor, specifically including each Target that becomes a Domestic Subsidiary upon consummation of the Acquisition and executes and delivers the Joinder Agreement, as such terms are defined below (collectively, the “Guarantors,” and each a “Guarantor”), MIDMARKET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“MMCP”), in its capacity as agent for the Lenders, as hereinafter defined (in such capacity, the “Agent”) and each of the financial institutions which is now or which hereafter becomes a party hereto as a lender (each individually a “Lender”, and collectively, the “Le
ContractAssumption and Joinder Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
ASSUMPTION AND JOINDER AGREEMENT, dated as of September 17, 2012 (this “Joinder”), is executed in connection with that certain Loan and Security Agreement dated as of September 17, 2012 (as may be amended, restated, supplement or modified from time to time, the “Loan Agreement”) among GENESIS GROUP HOLDINGS, INC., a Delaware corporation, RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company, TROPICAL COMMUNICATIONS, INC., a Florida corporation, each other Person joined thereto as a guarantor, the various financial institutions party thereto as lenders (collectively, the “Lenders”), MIDMARKET CAPITAL PARTNERS, LLC, as agent for the Lenders. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Loan Agreement.
Purchase and Sale AgreementPurchase and Sale Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec
This Purchase and Sale Agreement ("PSA") is hereby made this 30th of July 2012, by and among Genesis Group Holdings Inc. as "'Seller" and Billy Caudill as Purchaser concerning the stock of Digital Comm Inc. (the "Company").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 6, 2012 (the “Closing Date”) is entered into by and between UTA Capital, LLC, as purchaser (the “Purchaser”), and Genesis Group Holdings, Inc., as issuer (the “Company”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
GUARANTY AND SURETYSHIP AGREEMENT (“Guaranty”) is made and entered into as of this 17th day of September, 2012, in favor of Agent and Lenders (each as defined below) by RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company (“Rives”), TROPICAL COMMUNICATIONS, INC., a Florida corporation (“Tropical”) and each other Person joined hereto as a guarantor (with Rives and Tropical, collectively and individually, the “Guarantor”), in consideration of the extension of credit by Agent and Lenders to Genesis Group Holdings, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Loan and Security Agreement dated as of even date herewith (as amended, restated, supplement or otherwise modified from time to time, the “Loan Agreement”) among Borrower, Guarantor, the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders”), and Midmarket Capital Partners, LLC, as agent for Lenders (in such capacity, the “Agent”), and for ot
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec
WHEREAS, each of the undersigned desires to subscribe for shares representing, in the aggregate, ______ (_____) shares of Series E Preferred Stock (the “Shares”) in Genesis Group Holdings Inc. (the “Company”) with an accompanying warrant in the form attached hereto as Exhibit A (each, a “Warrant”) in consideration for a total investment of ________________________ ( $________ ) and
PLEDGE AGREEMENTPledge Agreement • September 21st, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
This Agreement is executed in connection with that certain Loan and Security Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Pledgor, as borrower, Rives-Monteiro Leasing, LLC, an Alabama limited liability company and Tropical Communications, Inc., a Florida corporation, each as a guarantor, each other Person joined thereto as a guarantor, the various financial institutions named therein or which hereafter become a party thereto as lenders (collectively, the “Lenders” and each individually a “Lender”) and Secured Party, as Agent to the Lenders. Pledgor has agreed to execute and deliver this Agreement to Secured Party, in its capacity as Secured Party, to provide additional security for the Obligations as defined and described in the Loan Agreement and owing from time to time to Secured Party, Issuer (as defined below), the Lenders and the other persons holding any of the Obli
