STOCK OPTION AGREEMENTStock Option Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec
This STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 17, 2007 (the “Grant Date”), is between ____________ (the “Optionee”) and Advanced Communications Technologies, Inc., a Florida corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of August 17, 2007, by and among ACT-DE LLC, a Delaware limited liability company (“HIG”), the other “Buyer” parties identified on Schedule 1 hereto (collectively with HIG, the “Buyers”), and ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (the “Company”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT (the "Security Agreement"), dated as of August 17, 2007, between ENCOMPASS GROUP AFFILIATES, INC., a Delaware corporation, (“Encompass”), ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (“ACT”), SPECTRUCELL, INC., a Delaware corporation (“SpectruCell”), HUDSON STREET INVESTMENTS, INC., a Delaware corporation (“Hudson Street”), Cyber-Test, Inc. a Delaware corporation (“Cyber-Test”) and VANCE BALDWIN, INC., a Florida corporation (“Vance Baldwin” and, together with Encompass, ACT, SpectruCell, Hudson Street and Cyber-Test, each a “Grantor”) and SANKATY ADVISORS, LLC, in its capacity as first lien collateral agent (the “First Lien Agent”) for the Senior Note Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2007, is among (a) Advanced Communications Technologies, Inc., a Florida corporation (the “Company”), (b) ACT-DE LLC, a Delaware limited liability company (the “HIG Investor”), (c) the Persons listed on Schedule 1 hereto as “Sankaty Investors” (the “Sankaty Investors and, collectively, with the HIG Investor, the “Investors”), (d) the Persons listed on Schedule 1 hereto as “Other Investors” (collectively, the “Other Investors”), and (e) any other Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form attached hereto as Schedule 2. The Investors, the Other Investors, and each other Person who becomes a party hereto as aforesaid are referred to collectively herein as the “Holders” and each individually as a “Holder”.
SECOND LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT (the "Security Agreement"), dated as of August 17, 2007, between ENCOMPASS GROUP AFFILIATES, INC., a Delaware corporation, (“Encompass”), ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (“ACT”), SPECTRUCELL, INC., a Delaware corporation (“SpectruCell”), HUDSON STREET INVESTMENTS, INC., a Delaware corporation (“Hudson Street”), Cyber-Test, Inc. a Delaware corporation (“Cyber-Test”) and VANCE BALDWIN, INC., a Florida corporation (“Vance Baldwin” and, together with Encompass, ACT, SpectruCell, Hudson Street and Cyber-Test, each a “Grantor”) and SANKATY ADVISORS, LLC, in its capacity as second lien collateral agent (the “Second Lien Agent”) for the Subordinated Note Purchasers.
NOTE PURCHASE AGREEMENT dated as of August 17, 2007 among ENCOMPASS GROUP AFFILIATES, INC., as Issuer, and ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., CYBER-TEST, INC., VANCE BALDWIN, INC., HUDSON STREET INVESTMENTS, INC. and SPECTRUCELL, INC. as...Note Purchase Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 17, 2007 and is entered into by and among Encompass Group Affiliates, Inc., a Delaware corporation, as issuer (“Company” or the “Issuer”), any Subsidiary of Parent (as defined below) from time to time party hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”), Advanced Communications Technology, Inc., a Florida corporation (“ACT” or the “Parent”), SpectruCell, Inc., a Delaware corporation (“SpectruCell”), Hudson Street Investments, Inc., a Delaware corporation (“Hudson Street”), Cyber-Test, Inc. a Delaware corporation (“Cyber-Test”) and Vance Baldwin, Inc., a Florida corporation (“Vance Baldwin”), as guarantors (the Issuer, the Company, SpectruCell, Hudson Street, Cyber-Test, Vance Baldwin and any subsidiary of Parent that executes a counterpart or joinder of this Agreement together being referred to as the “Note Parties”, and each such Person a “Note Party”), Sankaty Advisors, LLC as First Lien Collate
ContractCertain Note Purchase Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec
THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.1 OF THAT CERTAIN NOTE PURCHASE AGREEMENT (THE “NOTE PURCHASE AGREEMENT”) DATED AS OF AUGUST 17, 2007, AMONG THE ISSUERS, THE NOTE PURCHASERS (AS DEFINED THEREIN) AND THE GUARANTORS PARTY THERETO.
STOCKHOLDER AGREEMENTStockholder Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 17, 2007, is among (a) ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (the “Company”), (b) ACT-DE, LLC (“HIG”), (c) the Persons identified on Schedule 1 as “Sankaty Investors” (the “Sankaty Investors”), (d) the Persons on Schedule 1 hereto under the heading “Other Investors” (the “Other Investors”), and (e) any other Person who becomes a party to this Agreement by executing an Instrument of Accession.
EXCHANGE AGREEMENTExchange Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • New York
EXCHANGE AGREEMENT, dated as of August 17, 2007 (this “Agreement”), between Advanced Communications Technologies, Inc. (the “Company”) and the stockholders identified on Schedule 1 hereto (each a “Stockholder” and, collectively, the “Stockholders”). The Company and each Stockholder may each be referred to herein as a “Party” or, collectively, as the “Parties.” Certain capitalized terms that are used but not otherwise defined in this Agreement are defined in Article IV.
ContractCertain Note Purchase Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec
THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.1 OF THAT CERTAIN NOTE PURCHASE AGREEMENT (THE “NOTE PURCHASE AGREEMENT”) DATED AS OF AUGUST 17, 2007, AMONG THE ISSUERS, THE NOTE PURCHASERS (AS DEFINED THEREIN) AND THE GUARANTORS PARTY THERETO.
STOCK PURCHASE AGREEMENT BY AND BETWEEN ENCOMPASS GROUP AFFILIATES, INC. (a Delaware corporation) AND FRED V. BALDWIN (an individual resident of Florida) Dated as of August 17, 2007Stock Purchase Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • Florida
This Stock Purchase Agreement (“Agreement”) is dated as of August 17, 2007, by and between Encompass Group Affiliates, Inc., a Delaware corporation (“Buyer”), and Fred V. Baldwin, an individual resident of Florida (“Seller”). Hereinafter, Buyer and Seller may be referred to individually as a “Party” or collectively as the “Parties.”
STOCKHOLDERS AGREEMENTStockholders Agreement • August 21st, 2007 • Advanced Communications Technologies Inc • Services-business services, nec • Florida
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of August 17, 2007, by and among Advanced Communications Technologies, Inc., a Florida corporation (the “Company”), ACT-DE, LLC, a Delaware limited liability company (“HIG”), Fred V. Baldwin, an individual resident of the State of Florida (“Baldwin”), Robert Coolidge, an individual resident of the State of Florida (“Coolidge”) and Scott Cameron, an individual resident of the State of Florida (“Cameron”) (Baldwin, Coolidge and Cameron each, a “VB Investor” and collectively, the “VB Investors”), and any party who from time to time becomes party to this Agreement as a VB Shareholder or HIG Shareholder by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A.
