Capital Growth Systems Inc /Fl/ – ASSET PURCHASE AGREEMENT (May 20th, 2011)This ASSET PURCHASE AGREEMENT(this “Agreement”), dated as of May 16, 2011, by and among Capital Growth Systems, Inc. d/b/a Global Capacity Group, Inc., a Florida corporation (the “Company”), the direct or indirect subsidiaries of the Company set forth on the signature pages hereto and their subsidiaries (together with the Company, each a “Seller,” and collectively, the “Sellers”) and Pivotal Global Capacity LLC (together with its wholly-owned subsidiary, GC Pivotal LLC, the “Buyer”).
Capital Growth Systems Inc /Fl/ – MANAGEMENT SERVICES AGREEMENT (May 20th, 2011)THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”), dated as of May 13, 2011 is entered into by and among, Global Capacity Group, Inc., a Texas corporation (“GCG”) and Global Capacity Direct, LLC, a Delaware limited liability company (jointly, the “Manager”); Capital Growth Systems, Inc. d/b/a Global Capacity Group, Inc., a Florida corporation on behalf of itself and the direct or indirect subsidiaries, including the Manager (collectively, the “Seller”); and GC Pivotal, LLC, a Delaware limited liability company (the “Company”). Any capitalized terms not specifically defined herein shall have the same definition as set forth in the APA (as that term is defined below).
Capital Growth Systems Inc /Fl/ – NOTICE OF SALE CLOSING (May 20th, 2011)Global Capacity Holdco, LLC et al (the “Debtors”) and Pivotal Global Capacity, LLC and GC Pivotal, LLC (jointly, “Pivotal”), hereby notify the Court and all parties in interest that the sale of substantially all assets of the Debtors (the “Sale”) approved by the Court on January 26, 2011 (the “Sale Order”) [DE 611]2 closed on May 16, 2011.
Capital Growth Systems Inc /Fl/ – RELEASE AGREEMENT (February 18th, 2011)This Release Agreement is entered into this 14th day of February, 2011 (“Agreement”), by and between CAPITAL GROWTH SYSTEMS, INC., a Florida corporation, having its principal place of business at 200 South Wacker Drive, Suite 1650, Chicago, Illinois 60606 (the “Company”) and George A. King (“Executive”).
Capital Growth Systems Inc /Fl/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (February 1st, 2011)On August 11, 2010, Global Capacity Holdco, LLC and the other above-captioned debtors in possession (collectively, the “Debtors”)2 filed and served a motion for entry of an order approving bidding procedures in connection with the sale of substantially all of the Debtors’ assets (the “Sale”), approving procedures relating to assumption and assignment of executory contracts and unexpired leases, approving stalking horse bid protections, approving the form and manner of notice of a sale hearing, and for entry of an order approving and authorizing the sale of substantially all of the Debtors’ assets free and clear of liens, claims, interests and encumbrances and authorizing the assumption and assignment of executory contracts and unexpired leases as part of the sale [DE 115, 142] (the “Sale Motion”). The Sale Motion was filed in conjunction with the Joint Chapter 11 Plan of Reorganization for Global Capacity Holdco, LLC and Its Filed Affiliates Dated as of August 11, 2010 [DE 113] (the “P
Capital Growth Systems Inc /Fl/ – ASSET PURCHASE AGREEMENT (February 1st, 2011)This ASSET PURCHASE AGREEMENT(this “Agreement”), dated as of January 12, 2011, by and among Capital Growth Systems, Inc. d/b/a Global Capacity Group, Inc., a Florida corporation (the “Company”), the direct or indirect subsidiaries of the Company set forth on the signature pages hereto and their subsidiaries (together with the Company, each a “Seller,” and collectively, the “Sellers”) and Pivotal Global Capacity LLC (together with its successors, assigns and/or designees, the “Buyer”).
Capital Growth Systems Inc /Fl/ – THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (August 17th, 2010)THIS DISCLOSURE STATEMENT IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THIS DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.
Capital Growth Systems Inc /Fl/ – PLAN SUPPORT AND RESTRUCTURING AGREEMENT (August 17th, 2010)This PLAN SUPPORT AND RESTRUCTURING AGREEMENT (together with the Term Sheet (as defined below), the “Agreement”), dated as of July 22, 2010, is made by and among those certain holders of the July/August Debentures, the March Debentures, the VPP Debentures, and the November Debentures (as defined in the Term Sheet, and collectively, the “Debentures”) issued by Capital Growth Systems, Inc., (together with its subsidiaries and affiliates, the “Company) that are signatories hereto and (collectively the “Participating Holders”), on the one hand, and the Company, on the other hand.
Capital Growth Systems Inc /Fl/ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (August 17th, 2010)Global Capacity Holdco, LLC, Global Capacity Group, Inc., 20/20 Technologies, Inc., Centrepath, Inc., Capital Growth Systems, Inc., Global Capacity Direct, LLC (f/k/a Vanco Direct USA, LLC), FNS 2007, Inc. (fka Frontrunner Network Systems, Corp.), Nexvu Technologies, LLC, Capital Growth Acquisition, Inc., and 20/20 Technologies I, LLC, Debtors and Debtors in possession in these bankruptcy cases under chapter 11 of the Bankruptcy Code, propose the following Joint Chapter 11 Plan (“Plan”) with respect to each of their Bankruptcy Cases. Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations, risk factors, a summary and analysis of this Plan, and certain related matters including, among other things, certain tax matters, the sale or disposition of the Debtors’ assets and the consideration to be issued and/or distributed under this Plan.
Capital Growth Systems Inc /Fl/ – DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT (August 5th, 2010)THIS DEBTOR IN POSSESSION LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among DOWNTOWN CP-CGSY, LLC (the “Tranche A Lender”), the Pre-Petition Debenture Lenders, and any investor that is not a current holder of any of the Borrowers’ debentures and is approved by the Pre-Petition Debenture Lenders, signing this Agreement as Tranche B Lenders (the “Tranche B Lenders”, together with the Tranche A Lender, collectively, the “Lenders”), GLOBAL CAPACITY GROUP, INC., 20/20 TECHNOLOGIES, INC., CAPITAL GROWTH SYSTEMS, INC., CENTREPATH, INC., AND GLOBAL CAPACITY DIRECT, LLC fka VANCO DIRECT USA, LLC, 2020 TECHNOLOGIES I, LLC, NEXVU TECHNOLOGIES, LLC, FNS 2007, INC. fka FRONTRUNNER NETWORK SYSTEMS, CORP. AND GLOBAL CAPACITY HOLDCO, LLC AND CAPITAL GROWTH ACQUISITION, INC., (collectively, the “Borrowers”), and MAGENTA NETLOGIC LIMITED (U.K.) (“MNL”) provides the terms on which Lenders shall lend to Borrowers and Borrowers shall repay Lenders. The parties agree as fol
Capital Growth Systems Inc /Fl/ – PRESS RELEASE ISSUED JULY 23, 2010 Global Capacity Announces Restructuring Strategy (July 23rd, 2010)Chicago, IL (July 23, 2010) - Global Capacity (parent: Capital Growth Systems, Inc. (OTC Bulletin Board: CGSY.OB), the world's leading telecommunications information and logistics company, today announced that it has initiated a formal process that will result in the Company restructuring its balance sheet and capitalization structure. This process will enable Global Capacity to emerge as a stronger, more profitable company that is well positioned to continue delivering the products and services that customers and the market have come to expect from Global Capacity. Through this process, the Company is expected to substantially strengthen its balance sheet, organizing its debt obligations and past due trade payables. These changes will enable the Company to drive organic growth and to further invest in innovation. The process is expected to complete prior to year end.
Capital Growth Systems Inc /Fl/ – THIRD AMENDMENT TO FORBEARANCE AGREEMENT (April 5th, 2010)THIRD AMENDMENT TO FORBEARANCE AGREEMENT, dated as of March 30, 2010 (the “Amendment”), 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, a Delaware limited liability company (“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 Acquisitio
Capital Growth Systems Inc /Fl/ – EXTENSION AGREEMENT (April 5th, 2010)THIS EXTENSION AGREEMENT (this “Extension”) is entered into as of March 31, 2010 with respect to the ASSET PURCHASE AGREEMENT, dated December 31, 2009, and as amended by that certain rider to the asset purchase agreement, dated March 31, 2010 (the “Purchase Agreement”), by and among Capital Growth Systems, Inc., a Florida corporation (“CGSI”), Global Capacity Group, Inc., a Texas corporation (“GCG”), and Global Capacity Direct, LLC (f/k/a Vanco Direct USA, LLC), a Delaware limited liability company (“Vanco” and, together with CGSI and GCG, the “Sellers”), and Global Telecom & Technology Americas, Inc., a Virginia corporation (“Buyer”). Any capitalized terms used but not defined herein have the respective meanings set forth in the Purchase Agreement.
Capital Growth Systems Inc /Fl/ – SECOND AMENDMENT TO FORBEARANCE AGREEMENT (March 12th, 2010)SECOND AMENDMENT TO FORBEARANCE AGREEMENT, dated as of March 8, 2010 (the “Amendment”), 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, a Delaware limited liability company (“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 Acquisitio
Capital Growth Systems Inc /Fl/ – FIRST AMENDMENT TO FORBEARANCE AGREEMENT (January 6th, 2010)FIRST AMENDMENT TO FORBEARANCE AGREEMENT, dated as of December 31, 2009 (the “Amendment”), 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, a Delaware limited liability company (“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 Acquisi
Capital Growth Systems Inc /Fl/ – ASSET PURCHASE AGREEMENT (January 5th, 2010)THIS ASSET PURCHASE AGREEMENT is entered into as of this 31st day of December, 2009 (the “Agreement”), by and among Capital Growth Systems, Inc., a Florida corporation (“CGSI”), Global Capacity Group, Inc. a Texas corporation (“GCG”) and Global Capacity Direct, LLC (f/k/a Vanco Direct USA, LLC) a Delaware limited liability company (“Vanco” and together with CGSI and GCG, each a “Seller” and collectively, the “Sellers”), and Global Telecom & Technology Americas, Inc., a Virginia corporation (“Buyer”).
Capital Growth Systems Inc /Fl/ – FORBEARANCE AGREEMENT (December 29th, 2009)FORBEARANCE AGREEMENT, dated as of December 22, 2009 (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, a Delaware limited liability company (“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 Acquisition, FNS, GCD and
Capital Growth Systems Inc /Fl/ – Pro Forma Financial Information UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (December 15th, 2009)The following unaudited pro forma condensed consolidated financial information has been prepared to give effect to the acquisition of Vanco Direct USA, LLC (Vanco Direct) by Capital Growth Systems, Inc. (the Company). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2008 assumes the acquisition occurred on that date.
Capital Growth Systems Inc /Fl/ – Contract (September 2nd, 2009)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.
Capital Growth Systems Inc /Fl/ – COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC. (September 2nd, 2009)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).
Capital Growth Systems Inc /Fl/ – Part 1 Introductory Statement (August 26th, 2009)This is Jack Lodge, Chief Operating Officer of Global Capacity, and I want to thank you for joining the Global Capacity Investor Call relating to the 10K filing covering the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on August 19, 2009. This call will also include a discussion of the Company’s first and second quarter results.
Capital Growth Systems Inc /Fl/ – Pro Forma Financial Information UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (August 19th, 2009)The following unaudited pro forma condensed consolidated financial information has been prepared to give effect to the acquisition of Vanco Direct USA, LLC (Vanco Direct) by Capital Growth Systems, Inc. (the Company). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2008 assumes the acquisition occurred on that date.
Capital Growth Systems Inc /Fl/ – SUBSIDIARY GUARANTEE (August 4th, 2009)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.
Capital Growth Systems Inc /Fl/ – COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC. (August 4th, 2009)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).
Capital Growth Systems Inc /Fl/ – COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC. (August 4th, 2009)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).
Capital Growth Systems Inc /Fl/ – VPP SUBSIDIARY GUARANTEE (August 4th, 2009)VPP 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 VPP Debenture Securities Purchase Agreement, dated as of the date hereof, between Capital Growth Systems, Inc., a Florida corporation (the “Company”) and the Purchasers.
Capital Growth Systems Inc /Fl/ – FIRST AMENDMENT, WAIVER, EXTENSION AND CONSENT (August 4th, 2009)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
Capital Growth Systems Inc /Fl/ – DEBT SUBORDINATION AND INTERCREDITOR AGREEMENT (August 4th, 2009)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
Capital Growth Systems Inc /Fl/ – VPP SECURITY AGREEMENT (August 4th, 2009)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”).
Capital Growth Systems Inc /Fl/ – Contract (August 4th, 2009)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.
Capital Growth Systems Inc /Fl/ – 2009 SUB DEBT CONSENT, WAIVER AND AMENDMENT AGREEMENT (August 4th, 2009)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).
Capital Growth Systems Inc /Fl/ – Contract (August 4th, 2009)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.
Capital Growth Systems Inc /Fl/ – SECOND AMENDMENT AND WAIVER (August 4th, 2009)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
Capital Growth Systems Inc /Fl/ – 2009 INTERCREDITOR AGREEMENT (August 4th, 2009)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”).
Capital Growth Systems Inc /Fl/ – VPP SECURITIES PURCHASE AGREEMENT (August 4th, 2009)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”).
