EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER DATED AUGUST 9, 2004Agreement and Plan of Merger • August 13th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
EXHIBIT 10.3 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 6th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Delaware
COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC.Capital Growth Systems Inc /Fl/ • September 2nd, 2009 • Services-business services, nec
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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November ____, 2008 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”).
ContractCapital Growth Systems Inc /Fl/ • August 4th, 2009 • Services-business services, nec • New York
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.
SOFTWARE LICENSE AGREEMENT--METERFLOW (SOURCE CODE)Software License Agreement • September 8th, 2005 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
SECURITY AGREEMENTSecurity Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of November ___, 2008 (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 Original Issue Discount Secured Convertible Debentures due seven years following their initial issuance, in the original aggregate principal amount of up to $17,325,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
WITNESSETH:Registration Rights Agreement • February 11th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of November __, 2008 (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.
COMMON STOCK PURCHASE WARRANT CAPITAL GROWTH SYSTEMS, INC.Capital Growth Systems Inc /Fl/ • August 4th, 2009 • Services-business services, nec
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).
EXHIBIT 10.4 INDEMNIFICATION AGREEMENT This Agreement (the "Agreement"), made and entered into as of this 28th day of January, 2004, by and among CAPITAL GROWTH SYSTEMS, INC. ("CGSI"), NEXVU TECHNOLOGIES, LLC., a Delaware limited liability company...Indemnification Agreement • February 11th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
I. SUBSCRIPTIONCapital Growth Systems Inc /Fl/ • September 8th, 2005 • Blank checks • Illinois
RECITALS:Waiver and Consent Agreement • September 20th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
ContractCapital Growth Systems Inc /Fl/ • September 2nd, 2009 • Services-business services, nec • New York
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.
RECITALSSoftware License and Distribution Agreement • September 8th, 2005 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
SECURITIES PURCHASE AGREEMENTSecurity Agreement • March 12th, 2008 • Capital Growth Systems Inc /Fl/ • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2008 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”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Agreement and Plan of Merger was previously filed by the Company as an exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No. 000-30831), and is incorporated herein by reference.Agreement and Plan of Merger • September 20th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks
Agreement and Plan of Merger was previously filed by the Company as an exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No. 000-30831), and is incorporated herein by reference.
RECITALS:Loan Conversion Agreement • February 11th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
PATRICK C. SHUTT EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
Agreement dated as of September 8, 2006, between Capital Growth Systems, Inc., a Florida corporation, having a place of business at 50 East Commerce Drive, Suite A, Schaumburg, Illinois 60173 (the “Company”), and Patrick C. Shutt (the “Executive”).
DEBT SUBORDINATION AND INTERCREDITOR AGREEMENTDebt Subordination and Intercreditor Agreement • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec
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
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2007 • Capital Growth Systems Inc /Fl/ • Blank checks
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 2nd day of March, 2007, by and between Global Capacity Group, Inc., a Texas corporation (the “Company”), and Darin McAreavey (the “Employee”).
CAPITAL GROWTH SYSTEMS, INC. PERFORMANCE OPTION AGREEMENT THOMAS G. HUDSONPerformance Option Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
THIS PERFORMANCE OPTION AGREEMENT (“Agreement”) is made and entered into as of the 8th day of September, 2006, by and between Capital Growth Systems, Inc. (“Company”) and Thomas G. Hudson, an individual (“Optionee”).
RECITALSAgreement and Plan of Merger • February 11th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
CAPITAL GROWTH SYSTEMS, INC. STOCK OPTION AGREEMENT GEORGE A. KINGStock Option Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the 8th day of September, 2006, by and between Capital Growth Systems, Inc. (“Company”) and George A. King, an individual (“Optionee”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 4th, 2009 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 20th, 2011 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Delaware
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”).
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • November 6th, 2007 • Capital Growth Systems Inc /Fl/ • Blank checks • Oregon
This Independent Consulting Agreement (“Agreement”), effective as of the 28th day of September, 2007 (“Effective Date”) is entered into by and between CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (herein referred to as the “Company”) and SALZWEDEL FINANCIAL COMMUNICATIONS, INC., an Oregon corporation (herein referred to as the “Consultant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 5th, 2010 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Illinois
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”).
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • November 20th, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of November __, 2008, by and between the holders of Capital Growth Systems, Inc.’s Original Issue Discount Secured Convertible Debentures Due March 2015signatory hereto (“Existing Creditors”) and the New Creditors (as defined below) (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
ContractCapital Growth Systems Inc /Fl/ • November 20th, 2006 • Blank checks • Illinois
THIS WARRANT AND THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCapital Growth Systems Inc /Fl/ • December 15th, 2006 • Blank checks • Illinois
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF OR IN CONNECTION HEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
PURCHASE AGREEMENTPurchase Agreement • November 20th, 2006 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
This PURCHASE AGREEMENT (the “Agreement”), by and among LaSalle 20/20 Lender, LLC, an Illinois limited company (“LaSalle”), Capital Growth Systems, Inc., a Florida corporation (“CGSY”) and each of the “Other Lenders” as defined below, by LaSalle, on behalf of each of the Other Lenders, pursuant to that certain Note Administration Agreement, by and among LaSalle and each of the Other Lenders (the “Note Administration Agreement”), is entered into as of August 24, 2006 (the “Agreement Date”).
FIRST AMENDMENT TO TWO YEAR TEAM NOTE PURCHASE AGREEMENTTeam Note Purchase Agreement • June 21st, 2007 • Capital Growth Systems Inc /Fl/ • Blank checks • Illinois
First Amendment (“Amendment”) dated as of this 5th day of June, 2007 CGSI 2-Year Term Note Purchase Agreement, dated as of January 12, 2007 ("Agreement") by and among Capital Growth Systems, Inc. ("Company"), 20/20 Technologies, Inc. (“2020, Inc.), 20/20 Technologies I, LLC (“2020, LLC”), Magenta netLogic, Limited (“Magenta”), Frontrunner Network Services Corporation (“Frontrunner”), CentrePath, Inc. (“Centrepath”) and Global Capacity Group, Inc. (“Global”—together with 2020, Inc., 2020, LLC Magenta, Frontrunner and Centrepath, --together with Company collectively referred to as "Debtor"), CGSI Bridge Note Servicer, Inc. ("Servicer") and each holder of a bridge note (each a "Note" and collectively the "Notes") issued by Company pursuant to the Agreement, with each such holder individually referred to as a "Lender" and collectively, as the "Lenders." Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.
CGSI AEQUITAS UNSECURED BRIDGE NOTE PURCHASE AGREEMENTCgsi Aequitas Unsecured Bridge Note Purchase Agreement • October 1st, 2008 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Illinois
THIS CGSI AEQUITAS UNSECURED BRIDGE NOTE PURCHASE AGREEMENT (“Agreement”) is made as of September 29, 2008, by and between Capital Growth Systems, Inc., a Florida corporation (the “Company” or “Borrower”) and Aequitas Catalyst Fund, LLC -Series B (“Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 20th, 2011 • Capital Growth Systems Inc /Fl/ • Services-business services, nec • Delaware
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).
