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.
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”).
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
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”).
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.
