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
