FIRST AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE
AGREEMENT (this
“ Amendment ”) , dated as of
January [__], 2009, is entered into by and among Capital Growth
Systems, Inc., a Florida corporation (the “
Company ”), and the persons identified as
“Holders” on the signature pages hereto (the “
Holders ”). Defined terms not
otherwise defined herein shall have the meanings set forth in the
Purchase Agreement (as defined below).
WHEREAS, the Company and the Holders entered into that
certain Securities Purchase Agreement, dated November 20, 2008 (the
“ Purchase Agreement ”);
WHEREAS , the Purchase Agreement may be amended by the
Company and the Purchasers holding at least 67% in interest of the
Securities then outstanding;
WHEREAS , the Holders executing
counterpart copies hereof constitute Purchasers holding at least
67% in interest of the Securities outstanding; and
WHEREAS , the Company and the Holders desire to amend
the Purchase Agreement to extend the date by which the Company must
hold a meeting of its shareholders for the purpose of obtaining the
Authorized Share Approval.
NOW THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each
Holder hereby agrees as follows:
1.
Amendment to Section 4.11(d) of the Purchase Agreement
. Section 4.11(d) of the Purchase Agreement be and
hereby is amended by deleting Section 4.11(d) in its entirety and
replacing it with the following:
(d) In
addition, the Company shall hold a special meeting of shareholders
(which may also be at the annual meeting of shareholders) at the
earliest practical date following the date hereof, and in any event
wit
