WARRANTWarrant Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
EXECUTIVE EMPLOYMENT AGREEMENT GENESIS GROUP HOLDINGS INC.Executive Employment Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 16, 2010 by and between Genesis Group Holdings, Inc., a company incorporated and existing under the laws of the State of DELAWARE (the “Company”), and BILLY CAUDILL, an individual (the “Executive”). The term “Company”as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries or affiliates of its parent companies (collectively, the “Group”).
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 • December 5th, 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
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into this ____ day of ___________, 201_ by and between Genesis Group Holdings, Inc., a Delaware corporation (the “Corporation”), and _____________ (the “Indemnitee”) and is to be effective as of the time the Indemnitee first provided service to the Corporation as an officer and/or director.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 20, 2012, is entered into by and among Genesis Group Holdings, Inc., a Delaware corporation (“Purchaser”), Integration Partners-NY Corporation, a New Jersey corporation (the “Company”), and Barton F. Graf, Jr. (“Graf”), David C. Nahabedian (“Nahabedian”) and Frank Jadevaia (“Jadevaia”) (each of Graf, Nahabedian and Jadevaia, a “Seller” and collectively the “Sellers”) as the sole shareholders of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 5th, 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 H Preferred Stock (the “Shares”) in Genesis Group Holdings Inc. (the “Company”) in consideration for a total investment of ____________ Dollars ( $_______ ) and
ContractAssumption and Joinder Agreement • December 5th, 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 • December 5th, 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").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New Jersey
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2012, is entered into by and between GENESIS GROUP HOLDINGS, INC., a Delaware corporation (“Parent”) and TEKMARK GLOBAL SOLUTIONS, LLC a New Jersey Limited Liability Company (“Seller”). Seller, Parent and Purchaser (as defined below) may be referred to from time to time in this Agreement, individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 17, 2012, is entered into by and among GENESIS GROUP HOLDINGS INC., a Delaware corporation (“Purchaser”), T N S, Inc., an Illinois corporation (the “Company”), Joel Raven, individually (“Raven”), and Michael Roeske, individually (“Roeske”) (with Raven and Roeske referred to herein, collectively, as the “Sellers”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of September 17, 2012, is entered into by and among GENESIS GROUP HOLDINGS INC., a Delaware corporation (“Purchaser”), ADEX Corporation, a New York corporation (the “Company”), ADEXCOMM Corporation, a New York corporation (“ADEXCOMM”), ADEX Puerto Rico LLC, a Puerto Rican limited liability company (“ADEX Puerto Rico,” and together with the Company and ADEXCOMM, the “Company Entities”), Peter Leibowitz, an individual (“P. Leibowitz”), Gary McGuire, an individual (“McGuire”), Marc Freedman, an individual (“Freedman”) and Justin Leibowitz, an individual (“J. Leibowitz,” and together with P. Leibowitz, McGuire and Freedman referred to herein, collectively, as the “Sellers”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • December 5th, 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
Stock Purchase AgreementStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec
THIS Agreement (the "Agreement"), dated as of January 141 2010, is entered into by and among Genesis Group Holdings Inc. (the "Company") and Digital Comm, Inc. ( Seller ) .
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
This Amendment to Executive Employment Agreement entered into on November 29, 2010 is by and between Genesis Group Holdings, Inc., a Delaware corporation (the "Company") and Gideon Taylor (the "Executive").
ContractLoan and Security Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
FIRST AMENDMENT, dated as of November 13, 2012 (“Amendment”), executed in connection with the LOAN AND SECURITY AGREEMENT, dated as of September 17, 2012 (as such Agreement may hereafter be amended, supplemented or restated from time to time, the “Loan Agreement”), by and among GENESIS GROUP HOLDINGS, INC., a Delaware limited liability company (the “Borrower”), RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company, TROPICAL COMMUNICATIONS, INC., a Florida corporation, and each other Person that is now or may from time to time hereafter become a party thereto as a guarantor (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 thereto as a lender (each individually a “Lender”, and collectively, the “Lenders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 5th, 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
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (the "Agreement") date this 15th day of August, 2011 by and among Genesis Group Holdings Inc., maintaining their principle place of business at 2500 N. Military Trail, Boca Raton, Florida 33431 ("Purchaser"), and William DeVierno maintaining his principle place of business at 6937 NW 82nd Ave, Miami, Florida 3316 (hereinafter the "Seller") respecting the Common Stock of Tropical Communications Inc. (hereinafter referred to as the "Company").
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
This Amendment to Executive Employment Agreement entered into on November 29, 2010 is by and between Genesis Group Holdings, Inc., a Delaware corporation (the "Company") and Billy Caudill (the "Executive").
PLEDGE AGREEMENTPledge Agreement • December 5th, 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
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) date this 15 day of November, 2011 by and among Genesis Group Holdings Inc., maintaining their principle place of business at 2500 N. Military Trail, Boca Raton, Florida 33431 (“Purchaser”), and Margarida Monteiro (“MM”) and Carlos Monteiro (“CM”) maintaining their principal place of business at 2736 Southside Dr. Tuscaloosa, AI. 35401 (hereinafter collectively the “Seller”) respecting the membership interests or shares of Rives Monteiro Engineering LLC and all related entities including, inter alia, Rives Monteiro Leasing LLC (hereinafter collectively referred to as the “Company”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec
Amendment to Stock Purchase Agreement dated as of December 14, 2011 by and among Genesis Group Holdings Inc., maintaining its principle place of business at 2500 N. Military Trail Boca Raton, Florida 33431(hereinafter “Purchaser”) and Margarida Monteiro (“MM”) and Carlos Monteiro (“CM”) maintaining their principle place of business at 2735 Southside Dr., Tuscaloosa, AL. 35401 (hereinafter the “Sellers”) respecting the membership interests or shares of Rives Monteiro Engineering LLC. (“RME”) and all related entities including, inter alia, Rives Monteiro Leasing LLC. (“RML”).
