Unassociated Document


    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 within 175 calendar days following
the Closing Date, for the purpose of obtaining the Authorized Share Approval,
with the recommendation of the Company’s Board of Directors that such proposal
be approved, and the Company shall solicit proxies from its shareholders in
connection therewith in the same manner as all other management proposals in
such proxy statement and all management-appointed proxyholders shall vote their
proxies in favor of such proposal. In addition, the Company agrees to use its
best efforts to promptly respond to any comments the Commission may have with
respect to any preliminary proxy statement. If the Company does not obtain the
Authorized Share Approval at the first meeting, the Company shall call a meeting
every 30 days thereafter to seek Authorized Share Approval until the earlier of
the date the Authorized Share Approval is obtained or the Debentures and
Warrants are no longer outstanding.

    


    2.           Authority.  Each
individual executing this Amendment on behalf of an entity represents and
warrants that (a) he or she is duly authorized to execute and deliver this
Amendment on behalf of the entity; (b) the entity has all requisite power and
authority to execute, deliver and perform under this Amendment; (c) the
execution, delivery and performance by the entity has been duly authorized by
all necessary action, corporate or otherwise, on the part of the entity; and (d)
this Amendment is binding upon the entity.

    


    3.           Counterpart
Signatures.  This Amendment may be executed in two or more
counterparts and by facsimile signature or otherwise, and each of such
counterparts shall be deemed an original and all of such counterparts together
shall constitute one and the same agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, this Amendment is executed effective as of the date first set
forth above upon counterpart signatures of Holders holding at least 67% in
interest of the Securities.

    


    CAPITAL GROWTH SYSTEMS,
INC.

    


    


    By:_____________________________________

    Name:

    Title:

    


    


    THOSE
HOLDERS LISTED ON EXHIBIT A EXECUTING COUNTERPART COPIES HEREOF

    Name of
Holder:_____________________________________

    By:____________________________________

    Its:____________________________________

    Date of
Execution:_______________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT A
TO

    AMENDMENT
AGREEMENT

    AMONG
CAPITAL GROWTH SYSTEMS, INC. AND

    THE
HOLDERS THEREUNDER

    


    
      	
              Holder

            	
              Principal Amount 

              plus OID
      Interest
      (1)

            	
              Percentage(1)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Total:

            	 
      	 
      
	
              __________________

            
	
              (1)

            	
              Before
      conversions, if any, which would reduce the principal amount of Securities
      outstanding.