ContractCruisestock Inc. • February 27th, 2007 • Transportation services • Florida
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Florida
This agreement (the “Agreement”), made as of this 11th day of December, 2006, by and between Brookside Technology Partners, Inc., a Texas corporation, (the “Company”), with its principal place of business at 5800 Airport Blvd., Austin, Texas 78725 and MIDTOWN PARTNERS & CO., LLC, (the “Placement Agent”, “Midtown” or “Midtown Partners”), a Florida limited liability company, with its principal place of business at 4902 Eisenhower Blvd., Suite 185, Tampa, Fl 33634, confirms the understanding and agreement between the Company and the Placement Agent as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
This SECURITIES PURCHASE AGREEMENT dated as of September 14, 2007 (this “Agreement”) by and among Brookside Technology Holdings Corp., a Florida corporation (the “Company”), and Vicis Capital Master Fund (“Purchaser”).
ContractBrookside Technology Holdings, Corp. • February 8th, 2008 • Communications services, nec • Florida
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
CREDIT AGREEMENT among BROOKSIDE TECHNOLOGY PARTNERS, INC. and U.S. VOICE & DATA, LLC, as Borrowers BROOKSIDE TECHNOLOGY HOLDINGS CORP., as a Guarantor and U.S. VOICE & DATA, LLC, as Funds Administrator from HILCO FINANCIAL, LLC, as Lender Dated as of...Credit Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Illinois
Borrowers, Parent, Funds Administrator and Lender agree as follows (with certain terms used herein being defined in Article 1):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
This INVESTOR RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of September 14, 2007, by and among Brookside Technology Holding Corp., a Florida corporation (the “COMPANY”), and Vicis Capital Master Fund (the “SERIES B INVESTOR”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between BROOKSIDE TECHNOLOGY HOLDINGS CORP., and THE MICHAEL P. FISCHER IRREVOCABLE DELAWARE TRUST UNDER AGREEMENT DATED APRIL 5, 2007, MICHAEL P. FISCHER, THE M. SCOTT DIAMOND IRREVOCABLE DELAWARE TRUST...Membership Interest Purchase Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Kentucky
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this September 14th, 2007, is by and between BROOKSIDE TECHNOLOGY HOLDINGS CORP. (the “Purchaser”), and The Michael P. Fischer Irrevocable Delaware Trust under Agreement dated April 5, 2007, and The M. Scott Diamond Irrevocable Delaware Trust under Agreement dated April 23, 2007 [together, the “Members” and together with Michael P. Fischer (“Fischer”) and M. Scott Diamond (“Diamond”), the “Seller Group”].
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY IS REGISTERED UNDER THE ACT OR THE COMPANY IS FURNISHED WITH...Subordination Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 26, 2007 AMONG, BORROWER, U.S. VOICE & DATA, LLC, THE SUBORDINATED CREDITOR (AS SUCH TERM IS DEFINED THEREIN) PARTY THERETO AND HILCO FINANCIAL LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
US Voice and Data, LLC 11500 Blankenbaker Access Dr. Suite 103 Louisville, KY 40299 September 14, 2007Letter Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Kentucky
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with US Voice and Data, LLC (the “Company”), effective as of the date first above written (the “Effective Date”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
This SUBORDINATED NOTE PURCHASE AGREEMENT dated as of August 30, 2007 (this “Agreement”) by and among Brookside Technology Holding Corp., a Florida corporation (the “Company”), and Dynamic Decisions Growth Premium and Dynamic Decisions Strategic Opportunities (collectively, the “Purchaser”).
US Voice and Data, LLC 11500 Blankenbaker Access Dr. Suite 103 Louisville, KY 40299 September 14, 2007Letter Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Kentucky
ContractBrookside Technology Holdings, Corp. • April 16th, 2010 • Communications services, nec • Florida
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF OF THIS WARRANT.
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 23rd day of September, 2008, by and between Standard Tel Networks, LLC, a California Limited Liability Company (the “Company”), and Michael Promotico (“Employee”).
SECURITIES PURCHASE AND LOAN CONVERSION AGREEMENTSecurities Purchase and Loan Conversion Agreement • September 29th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
As Vicis has been made aware, Scott Fischer and Michael Diamond, executive officers of USVD, tendered their resignations in connection with the difficulties the Company was having with Hilco, but as of yet neither has acted on such resignations.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Florida
This INVESTOR RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of February ___, 2007, by and among Cruisestock, Inc., a Texas corporation (the “COMPANY”), and each of the persons identified as Series A investors on Exhibit A attached to this Agreement (the “SECURITY HOLDERS”).
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY IS REGISTERED UNDER THE ACT OR THE COMPANY IS FURNISHED WITH...Subordination Agreement • January 28th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 30, 2007 AMONG, BORROWER, THE SUBORDINATED CREDITORS (AS SUCH TERM IS DEFINED THEREIN) PARTIES THERETO AND HILCO FINANCIAL LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ARTICLES OF SHARE EXCHANGE of Cruisestock, Inc. and Brookside Technology Partners, Inc.Cruisestock Inc. • February 27th, 2007 • Transportation services
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Share Exchange.
AMENDMENT AGREEMENTAmendment Agreement • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
WARRANT PURCHASE AND REGISTRATION RIGHTS AGREEMENTWarrant Purchase and Registration Rights Agreement • September 29th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
This Warrant Purchase and Registration Rights Agreement, dated as of September 23, 2008, between BROOKSIDE TECHNOLOGY HOLDINGS CORP., a Florida corporation (together with its successors, the “Company”), those Persons identified as the “Stockholders” on the signature page of this Agreement (collectively the “Stockholders” and, individually, a “Stockholder”); and CHATHAM CAPITAL MANAGEMENT III, LLC, (“Chatham Capital”), not individually but as agent for CHATHAM INVESTMENT FUND III, LLC (“Chatham II”) and CHATHAM INVESTMENT FUND QP III, LLC, (“Chatham QP II”, and together with Chatham Capital and Chatham II and any successors or assign of Chatham Capital, Chatham II or Chatham QP II, the “Warrantholders” and each, a “Warrantholder”).
SECURITIES PURCHASE AND LOAN CONVERSION AGREEMENTSecurities Purchase and Loan Conversion Agreement • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
This SECURITIES PURCHASE AND LOAN CONVERSION AGREEMENT, dated as of April 12, 2010 (this “Agreement”), is by and between Brookside Technology Holdings Corp., a Florida corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”).
TERM NOTEBrookside Technology Holdings, Corp. • September 29th, 2008 • Communications services, nec
This Term Note is one of the Term Notes issued pursuant to that certain Credit Agreement dated as of September ___, 2008 by and among Borrowers, the other Persons named therein as Credit Parties, Agent, Lenders and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The principal balance of the Term Loan, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent to
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Texas
This Agreement (the “Agreement”) is made as of the ___ day of February, 2007 by and between Brookside Technology Partnership, Inc., a Texas corporation having its offices at 5800 Airport Blvd., Austin, TX 78752 (the “Buyer”), Ruth Shepley, an individual having an address at 5313- B FM West # 224, Houston, Texas 77069 (the “Seller”) and Cruisestock, Inc., a Texas corporation having its offices at 5313- B FM West # 224, Houston, Texas 77069 (the “Issuer”).
AMENDED AND RESTATED WARRANT For Common Stock of BROOKSIDE TECHNOLOGY HOLDINGS CORP. Expiring September 23, 2018Warrant • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
This Amended and Restated Warrant (the “Warrant”) is an amendment, consolidation and restatement of the warrant originally issued to Chatham by Company dated as of September 23, 2008 (the “Original Warrant”) as had been supplemented by certain terms and provisions in the May 29, 2009 letter agreement and the August 13, 2009 letter agreement, each between Company (and its affiliates) and Chatham regarding the number of the Stock Units that would be encompassed under the Original Warrant. This Warrant provides (and reaffirms) that the holders are entitled to purchase as of the date of this Warrant 506,906,835 Stock Units (such number increased from that in the Original Warrant due to application of the anti-dilution adjustment provisions in Article IV, and such number to constitute ten percent (10.0%) of all Common Stock on a Fully Diluted Basis as of the date of this Warrant (assuming the future anticipated grant of options to purchase a total of 862,000,000 shares of Common Stock to be
REVOLVING NOTEBrookside Technology Holdings, Corp. • September 29th, 2008 • Communications services, nec
This Revolving Note is one of the Revolving Notes issued pursuant to that certain Credit Agreement dated as of September ___, 2008 by and among Borrowers, the other Persons named therein as Credit Parties, Agent, Lenders and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The date and amount of each Revolving Credit Advance made by Lenders to Borrowers, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provid
THIS WARRANT AND THE COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE...Credit Agreement • September 29th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
This Warrant is one of one or more warrants of the same form and having the same terms as this Warrant, entitling the holders initially to purchase certain 225,000,000 Stock Units, more particularly described below, exercisable in accordance with the terms of this Warrant. In order to induce the Holder to enter into that certain Credit Agreement dated as of even date herewith (as amended, restated, supplemented and otherwise modified from time to time the “Credit Agreement”), by and among Company, as “Parent Company” and “Guarantor” therein, the “Borrowers” party thereto from time to time, any other “Credit Parties” party thereto from time to time, the financial institutions designated as “Lenders” therein and Chatham Credit Management III, LLC, a Georgia limited liability company, as Agent (“Agent”), Company has agreed to issue this Warrant to the Holder in accordance herewith. The Holder is entitled to certain benefits as set forth therein and to certain benefits described in that ce
STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Standard Tel Acquisitions, LLC and Trans-West Network Solutions, ProLogic Communications, Inc., Michael Promotico, Craig Scarborough, Keith Askew, Herbert C. Rosen, Sam Standridge, and...Stock and Membership Interest Purchase Agreement • September 29th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
THIS STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 17th day of July, 2008, is by and among Standard Tel Acquisitions, LLC (the “Purchaser”), and Trans-West Network Solutions, Inc., d/b/a Standard Tel, a California corporation (“Trans-West”), ProLogic Communications, Inc., a Nevada corporation (“ProLogic”), Michael Promotico, Herbert C. Rosen, Sam Standridge, and Peggy Standridge (each a “Trans-West Shareholder” and collectively “Trans-West Shareholders”), and Keith Askew and Craig Scarborough (each a “ProLogic Shareholder” and collectively the “ProLogic Shareholders”).
PLAN OF STOCK EXCHANGE AND AGREEMENTPlan of Stock Exchange and Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Texas
This Agreement dated as of the ___day of February, 2007, by and among Cruisestock, Inc., a Texas corporation having its offices at 5313-B FM West #224, Houston, Texas, 77069 (the “Issuer”), and the individuals named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”).
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY IS REGISTERED UNDER THE ACT OR THE COMPANY IS FURNISHED WITH...Subordination Agreement • January 28th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 17, 2007 AMONG, BORROWER, THE SUBORDINATED CREDITORS (AS SUCH TERM IS DEFINED THEREIN) PARTIES THERETO AND HILCO FINANCIAL LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY IS REGISTERED UNDER THE ACT OR THE COMPANY IS FURNISHED WITH...Brookside Technology Holdings, Corp. • September 29th, 2008 • Communications services, nec • Florida
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF THE DATE HEREOF AMONG THE BORROWERS, VICIS CAPITAL MASTER FUND, AND CHATHAM CREDIT MANAGEMENT III, LLC TO THE SENIOR INDEBTEDNESS (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
