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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 November 30, 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 parties entered into an Extension Agreement
dated as of October 12, 2006 (the "Extension Agreement"), pursuant
to which the parties, among other things, agreed to extend the
Closing Date to December 11, 2006 in exchange for a certain
non-refundable, fully earned extension payment, an increase to the
Merger Consideration and the Cash Consideration payable at Closing,
an acknowledgment concerning priority of the Global Capacity Merger
transaction over other transactions and certain other agreements as
set forth therein.
C.
On November 29, 2006, counsel for Global Capacity
sent Capital Growth a notice alleging certain breaches under the
Extension Agreement (the "Default Notice").
D.
The parties desire to amend the Merger Agreement and
the Extension Agreement, as set forth herein, and to provide for
withdrawal of the Default Notice effective upon occurrence of both
the (i) execution of this Amendment; and (ii) the wire transfer of
$200,000 to David Walsh and John Abraham, as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Amendment to Merger Agreement and Extension Agreement .
The Merger Agreement and the Extension Agreement shall be, and they
hereby are, amended as follows:
(A) The Cash
Consideration paya
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