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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger
(this "Amendment") is made as of December 11, 2006 by and
among CAPITAL GROWTH SYSTEMS, INC., a Florida corporation ("Capital
Growth"), GLOBAL CAPACITY MERGER SUB, INC., a Texas corporation
("Global Capacity Mergeco"), GLOBAL CAPACITY GROUP, INC., a Texas
corporation ("Global Capacity"), JOHN ABRAHAM ("Abraham") and DAVID
P. WALSH ("Walsh"), (Abraham and Walsh are hereinafter collectively
referred to as the "Shareholders"), under the following
circumstances:
R E C I T A L S
A. The parties hereto
entered into an Agreement and Plan of Merger dated as of October 6,
2006 (the "Merger Agreement"), pursuant to which Capital Growth
agreed to acquire Global Capacity as part of a reverse triangular
merger under which Global Capacity Mergeco will merge with and into
Global Capacity, with Global Capacity continuing as the surviving
corporation (the "Merger").
B. The Merger Agreement
provides that the Shareholders are eligible to receive certain
Contingent Consideration if certain Annualized Gross Revenue and
Annualized Gross Margin thresholds are satisfied.
C. At the option of
Capital Growth, the Second Period Contingent Consideration may be
paid, in whole or in part, in Capital Growth Common Stock (the
"Transaction Shares").
D. The Merger Agreement
provides that the Transaction Shares shall be entitled to
registration rights on a parri passu basis with the registration
rights granted to the investors in the private offering and/or
financing to be effected by Capital Growth prior to the Closing
Date (the "Investors").
E. The parties desire to
amend the Merger Agreement to clarify that it is not the intent of
Section 10.1 of the Merger Agreement to entitle Shareholders to
participate in the same registration in which the Investors
participate, but to participate in the Capital Growth registration
statement that next follows the issuance of the Transaction Shares,
which registration statement will, in any event, be filed within
90 days after the
issuance of the Transaction Shares.
NOW, THEREFORE, in consideration of
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