EXHIBIT
10.2
EXHIBIT
A
THIS NOTE AND
THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF OR IN CONNECTION
HEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED UNDER
ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
(A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE
BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF CASES
(A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES.
CGSI AEQUITAS
BRIDGE PROMISSORY NOTE
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$
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500,000
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September 29, 2008
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FOR VALUE RECEIVED, Capital Growth Systems,
Inc., a Florida corporation (the “Company” or
“Borrower hereby promise to pay to the order of Aequitas
Catalyst Fund, LLC -Series B (“Lender”), the principal
sum of Five Hundred Thousand Dollars ($500,000), together with
interest thereon from the date of this Promissory Note (the
“Note”). Simple interest shall accrue on the principal
balance of this Note at five percent (5%) per annum. The principal
and accrued interest shall be due only upon an Event of Default (as
defined in that certain CGSI Aequitas Bridge Note Purchase
Agreement of even date herewith, by and between the Company and
Lender (the “Purchase Agreement”)). Any capitalized
term used but not defined herein shall have the meaning ascribed to
such term in the Purchase Agreement.
1. Payment . All payments shall be made in lawful money of
the United States of America at the principal office of the
Company, or at such other place as the holder hereof may from time
to time designate in writing to the Company. Payment shall be
credited first to Costs (as defined below), if any, then to accrued
interest due and payable and any remainder applied to principal.
Prepayment may be made in whole or part without penalty, and the
Company shall fund prepayments as provided for in the Purchase
Agreement. In connection with the delivery, acceptance, performance
or enforcement of this Note, the Company hereby waives demand,
notice, presentment, protest, notice of dishonor and other notice
of any kind, and assents to extensions of the time of payment,
release, surrender or substitution of security, or forbearance or
other indulgence, without notice. The Company agrees to pay all
amounts under this Note without offset, deduction, claim,
counterclaim, defense or recoupment, all of which are hereby
waived.
2. No Security Interest . This Note is unsecured.
3. Amendments and Waivers; Resolutions of Dispute;
Notice . The amendment or
waiver of any term of this Note, the resolution of any controversy
or claim arising out of or relating to this Note and the provision
of notice shall be conducted pursuant to the terms of the Purchase
Agreement.
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