Unassociated Document


     

    
      Exhibit
        10.1

       

      Execution
        Version

      


      


      INTEREST
        AND LOAN PURCHASE AGREEMENT

      


      


      This
        Interest and Loan Purchase Agreement (the “Agreement”), dated as of
        November 14, 2008 (the “Effective Date”), by and among Vanco plc (in
        administration), a company incorporated under the laws of England and Wales
        with
        registered company number 3470117 (“Seller”), Simon John Granger and Chad
        Griffin, each an insolvency practitioner of FTI Consulting Limited, a company
        incorporated under the laws of England and Wales with registered company
        number
        04805205, in their respective capacities as joint administrators of Seller
        (collectively, “Administrators”), and Capital Growth Acquisition, Inc., a
        corporation organized under the laws of Delaware (“Buyer”).

      


      WHEREAS,
        Administrators were appointed to act as joint administrators of Seller on
        May
        25, 2008 by Lloyds TSB Bank plc in accordance with paragraph 14 to Schedule
        B1
        to the (English) Insolvency Act 1986;

      


      WHEREAS,
        Buyer desires to purchase from Seller and Seller desires to sell to Buyer
        all
        issued and outstanding limited liability company interests of Vanco Direct
        USA,
        LLC, a Delaware limited liability company (the “Company” or “VDUL”) on the terms
        and subject to the conditions set forth herein;

      


      WHEREAS,
        in connection with Buyer’s acquisition of the Units (as defined below), Buyer
        desires to purchase from Seller and Seller desires to sell to Buyer all of
        Seller’s rights, title and interest in that certain Intercompany Loan Agreement,
        dated May 25, 2008, by and between VDUL as borrower and Seller as Lender
        (the
“Loan”), and pursuant to which Seller agreed to loan VDUL up to £5,000,000, with
        $3,851,176 outstanding as of the Effective Date (the purchase and sale of
        the
        Units and Loan shall hereinafter be referred to as the “Acquisition”);
        and

      


      WHEREAS,
        the parties also wish to provide for the treatment of certain rights,
        liabilities and obligations of VDUL in connection with the Acquisition.


      


      NOW,
        THEREFORE, the parties agree as follows:

      


      
        	 	
                1.

              	
                Purchase
                  and Sale of Units and the
                  Loan

              


      

       

      1.1. Acquisition.
        

       

      (a) At
        the
        Initial Closing (as defined below), Buyer shall purchase from Seller,
        and
        Seller shall sell to Buyer, such right, title and interest as Seller may
        have in
        (i) 1000 units (the “Units”) of limited liability company interests of VDUL
        presently owned by Seller, which, to the awareness of the Administrators,
        represent 100% of the limited liability company interests of VDUL owned by
        Seller, and (ii) the Loan; provided,
        however,
        that
        legal title to the Units shall not transfer to Buyer until the Regulatory
        Approvals (as defined below) are addressed, as required hereunder, and certain
        other conditions set forth herein are satisfied. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b) The
        aggregate purchase price payable by Buyer for the Units and the Loan (the
        "Purchase Price") is $15,233,452. The Purchase Price shall be adjusted in
        accordance with Section 1.1(c) below and shall be allocated between the Units
        and the Loan as follows: (A) $11,382,276 is allocable to the Units; and (B)
        $3,851,176 (representing the outstanding principal and interest of all amounts
        owed by VDUL to Seller under the Loan as of the Effective Date) is allocable
        to
        the Loan. 

       

      (c) The
        Purchase Price shall be (i) increased
        by any
        additional payments made by Seller to VDUL under the Loan from the Effective
        Date through the Initial Closing Date (as defined below)(each, an “Additional
        Loan Payment”), and (ii) decreased
        by any
        distributions made by VDUL to Seller (such distributions being limited to
        dividends or the payment of any management charges to Seller or any of its
        affiliates) from the Effective Date through the Initial Closing Date. Buyer
        and
        Seller hereby acknowledge that delivery from Seller to Buyer of a copy of
        a
        receipt of funds or bank statement evidencing any such Additional Loan Payment
        shall constitute sufficient evidence of the same. The allocation of Purchase
        Price to the Loan, as set forth in Section 1.1(b) above, shall be increased
        in
        an amount equal to all such Additional Loan Payment(s). The Purchase Price
        as
        adjusted through the Initial Closing Date shall hereinafter be referred to
        as
        the “Final Purchase Price.”

       

      1.2. Management
        Services Agreement.

       

      (a) The
        Company holds
        domestic and international Section 214 authorizations from the U.S. Federal
        Communications Commission (“FCC”) and certificates of public convenience and
        necessity or the equivalent from various state telecommunications regulatory
        commissions (the “State Commissions” and, collectively with the FCC, the
“Commissions”)(such authorizations and certificates collectively referred to as
        the “Licenses”). 

       

      (b) Immediately
        following the execution of this Agreement, Buyer shall:

       

      (i) initiate
        the delivery of the FCC (a) applications to transfer control of the Licenses
        to
        Buyer (individually, an “FCC Transfer Application” and collectively, the “FCC
        Transfer Applications”) and (b) requests for special temporary authority from
        the FCC pursuant to which control of VDUL will be transferred to Buyer until
        the
        FCC Transfer Applications have been approved (“STA Requests”), such that the FCC
        Transfer Applications and STA Requests are duly filed with the FCC no later
        than
        the business day following the Effective Date; provided,
        however,
        that
        Buyer shall use its best efforts to file the FCC Transfer Applications and
        STA
        Requests on the Effective Date; and

       

      (ii) enter
        into a management services agreement (the “MSA”) in the form attached hereto as
        Exhibit A, which MSA shall become effective as of the Initial Closing
        Date.

       

      (c) As
        soon as practicable, but in any event no later than five business days after
        the
        Effective Date, Buyer shall use
        its
        best efforts to file with the State Commissions all required notices,
        applications, petitions or other requests for approval to transfer control
        of
        the Company or Licenses to Buyer (“State Transfer Applications” and together
        with the FCC Transfer Applications, “Transfer Applications”); provided,
        however,
        the
        State Transfer Application(s) required by the state of New York shall be
        filed
        within one (1) business day after the Effective Date via overnight delivery
        service. For purposes of this Agreement, the term “business day” shall mean any
        day other than (1) a Saturday or Sunday, or (2) a day on which banking and
        savings and loan institutions are authorized or required by law to be closed
        in
        the State of Illinois or the District of Columbia. 

       


      
        
          
          

        

        
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      (d) From
        and
        after the Initial Closing Date until the termination of the MSA, Buyer shall
        operate the business of the Company pursuant to the MSA until (i) all notice
        waiting periods have expired or been waived by the corresponding State
        Commissions, and (ii) all Transfer Application approvals have been issued
        (collectively,
        “Regulatory Approvals”). A list of the required Regulatory Approvals
        is set
        forth in Schedule 1 attached hereto.

       

      1.3. Payment
        of Purchase Price.

       

      (a) Prior
        to
        the execution of this Agreement, Buyer made a non-refundable payment of $500,000
        to Seller (the “Deposit”) for the sole benefit of Seller. Notwithstanding
        anything to the contrary herein, the Deposit shall not be returned to Buyer
        for
        any reason, including, without limitation, the failure of any Closing (as
        defined below) to have occurred.

       

      (b) Immediately
        upon Buyer’s receipt of the Instruction Letter (as defined below), but in any
        case no later than the next business day after Buyer’s receipt of the same,
        Buyer shall pay, or cause to be paid, the Final Purchase Price as follows:
        

       

      (i) Buyer
        shall deliver to Seller a fully executed debenture, in the form attached
        hereto
        as Appendix 1 (the “Debenture”), in the principal amount of $3,000,000 (the
“Debenture Amount”). 

       

      (ii) To
        the
        extent that such payment has not already been made, £735,365 (the “Hitachi
        Funds”) shall be paid by wire transfer of immediately available funds to an
        account designated by Hitachi Capital UK plc (“Hitachi”), representing the full
        and final settlement of VDUL’s payment obligation to Hitachi under that certain
        Software Assignment Agreement, dated May 24, 2008. 

       

      (iii) An
        amount
        equal to the Final Purchase Price less
        the
        Deposit, the Debenture Amount and the Hitachi Funds (as applicable), shall
        be
        paid by wire transfer of immediately available funds to the Seller.


       

      (c) Notwithstanding
        anything herein to the contrary, in addition to the payment by Buyer to Seller
        of the Purchase Price in accordance with the terms of this Agreement, Buyer
        shall also fully and irrevocably assign, transfer and deliver, or cause to
        be
        delivered, to Seller, the Options (as defined below) concurrently with the
        payment of the Final Purchase Price. 

       


      
        
          
          

        

        
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      (d) (i)
        As
        used herein, “Instruction Letter” shall mean a letter from Seller (which may be
        delivered by means of documented overnight delivery service, facsimile,
        electronic mail or other electronic transmission) informing Buyer that the
        STA
        Requests have been approved, or otherwise confirming the same, and thereby
        instructing the Buyer to pay, or cause to be paid, no later than one business
        day following delivery of such notification to Buyer, the Final Purchase
        Price
        in accordance with the provisions of this Agreement. The Instruction Letter
        shall be in a form agreed to by the parties prior to the Effective
        Date.

       

      (ii)
        As
        used herein, “Options” shall mean, collectively, those certain options to
        purchase an aggregate of 5,750,001 shares of Common Stock pursuant to each
        Capital Growth Systems, Inc. Fixed Stock Option Grant Agreement attached
        hereto
        as Appendix 2.

       

      1.4. Closings.
        

       

      (a) The
        payments set forth in Section 1.3(b) above and the deliverables set forth
        in
        Section 1.5 below shall each be made, and the initial closing of the Acquisition
        (“Initial Closing”) shall take place at the offices of Shefsky & Froelich
        Ltd., 111 E. Wacker #2800, Chicago, Illinois 60601 (the “Closing Offices”),
        immediately following Buyer’s receipt of the Instruction Letter, but in no event
        later than the next business day thereafter; provided,
        however,
        if the
        Initial Closing has not occurred by the seventh (7th) business day following
        the
        Effective Date, then either party may terminate this Agreement by delivery
        of
        five (5) business days notice (such date as of the end of the notice period
        being the “Outside Date” and such notice being the “Termination Notice”), in
        which event this Agreement shall be terminated. Notwithstanding the foregoing,
        the parties may elect to close at such other time, date and place as they
        may
        mutually agree. The Seller shall deliver the Instruction Letter to the Buyer
        (with a copy delivered to Buyer’s counsel) immediately upon any party’s receipt
        of written, or other, notice from the FCC that the STA Requests have been
        approved. The date on which the Initial Closing is actually held hereunder
        is
        referred to herein as the “Initial Closing Date”. In the event of termination of
        this Agreement pursuant to delivery of the Termination Notice, neither party
        shall have any liability to the other party for failure to close the
        transactions contemplated herein, except that a party may be liable if such
        termination is a direct result of such party’s breach of its obligations under
        Section 1.2(b)(i) or (ii) above. 

       

      (b) The
        final
        closing (“Final Closing”, together with the Initial Closing, the “Closings” and
        each, a “Closing”) shall take place at the Closing Offices as soon as
        practicable after all remaining Regulatory Approvals have been received (or
        jointly waived to the extent agreed between the parties that any Regulatory
        Approval is no longer required), but in any event no later than three (3)
        business days thereafter; provided
        that
        Buyer may elect to waive any such remaining Regulatory Approval(s) after
        ninety
        one (91) days following the Effective Date; provided,
        further,
        that in
        the event that Regulatory Approval for the State Commission for the State
        of New
        York is approved prior to ninety one (91) days after the Effective Date,
        then
        the Final Closing shall be held on the date of such approval, but in no event
        earlier than forty five (45) days following the date of the Initial Closing.
        At
        the Final Closing, legal title to the Units shall automatically be transferred
        to Buyer pursuant to the terms of the Escrow Agreement referenced in Section
        1.5(a)(ix) without any further action required by any party. The date on
        which
        the Final Closing is actually held hereunder is referred to herein as the
“Final
        Closing Date”. 

       


      
        
          
          

        

        
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      1.5. Deliveries
        at Closings.
        At the
        Initial Closing, and subject to the simultaneous payment of funds and delivery
        of the Debenture and the Options described in Sections 1.3(b) and (c) above,
        the
        following deliveries shall be made:

       

      (a) 
        Seller
        shall deliver, or cause to be delivered, to Buyer or its designees as follows:
        

       

      (i)
        a
        counterpart executed copy of that certain Term Loan and Security Agreement,
        as
        executed by VDUL in favor of ACF CGS as agent (“Agent”) for the lenders named
        therein, substantially in the form attached hereto as Exhibit B (the “Loan and
        Security Agreement”), whereby VDUL pledges to Agent a security interest as of
        Initial Closing in all of its assets except those telecom related assets
        where
        prior approval of the State Commissions is required for such approval; a
        counterpart executed copy of that certain Security Agreement, as executed
        by
        VDUL in favor of the subordinated lenders named therein in the form attached
        hereto as Exhibit C (the “Subordinated Security Agreement”); and a counterpart
        executed copy of that certain Intercreditor and Subordination Agreement,
        as
        executed by VDUL in the form attached hereto as Exhibit D (the “Sub-Debt
        Intercreditor Agreement”). By execution of this Agreement, Seller and Buyer
        acknowledge that:

       

      (A)
        Agent
        shall as of the Initial Closing, hold a security interest in the assets of
        VDUL
        and be entitled to the rights and remedies set forth in the Loan and Security
        Agreement, including the right to enforce the rights and remedies of Buyer
        under
        this Agreement to receive delivery of the Units upon the Final Closing;


       

      (B)
        the
        execution of the Loan and Security Agreement and the ancillary documents
        thereto, including, but not limited to, UCC Filing Authorization Letter,
        a
        United Kingdom Deed of Priority, Intellectual Property Security Agreement,
        a
        Membership Interest Transfer Power (endorsed in blank), an officer’s certificate
        regarding absence of defaults, and a secretary’s certificate, shall be made on
        behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution
        and delivery Seller consents; and 

       

      (C)
        the
        execution of the Subordinated Security Agreement and the Sub-Debt Intercreditor
        Agreement shall be made on behalf of VDUL by Buyer in its capacity as Manager
        of
        VDUL, to which execution and delivery Seller consents.

       

      (ii)
        the
        Loan, along with a fully executed Assignment and Assumption Agreement in
        the
        form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”),
        whereby Seller irrevocably assigns, and Buyer irrevocably assumes, any and
        all
        of Seller’s rights and obligations under the Loan;

       


      
        
          
          

        

        
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      (iii)
        release documentation, in the agreed form, duly executed by all required
        parties
        thereto unconditionally and irrevocably releasing the Units and the assets
        of
        the Company from all collateral liens and security interests in favor of
        Lloyds
        TSB Bank plc; 

       

      (iv)
        release
        documentation, in the agreed form duly executed by Macquarie unconditionally
        and
        irrevocably releasing the assets of the Company from all collateral liens
        and
        security interests in favor of such parties (together with proof of payment
        or
        settlement, as applicable) and release of all equipment (except equipment
        located at customer interconnect sites) subject to capital leases with
        Macquarie;

       

      (v)
        a
        copy of the Limited Liability Company Agreement (“LLC Agreement”) for VDUL,
        together with a duly executed amendment to the LLC Agreement changing the
        manager(s) or the members responsible for the management of VDUL to
        Buyer;

       

      (vi)
        possession of all of the Hewlett Packard servers in the possession or control
        of
        Seller which support the USX, Lattis and Oracle software applications of
        VDUL;
provided,
        that
        for purposes of this Section 1.5(a)(vi), all such servers that are in the
        possession or control of VDUL as of the Initial Closing Date, shall be deemed
        delivered to Buyer;

       

      (vii)
        possession of all books and records of VDUL that have been customarily
        maintained at VDUL’s offices or which would otherwise be required for Buyer to
        be able to complete its audit of VDUL’s operations for the calendar years ended
        December 31, 2006 and 2007 (including balance sheets if any exist for VDUL
        as of
        December 31 of each of 2005, 2006 and 2007, as well as for all of 2008 through
        the Initial Closing Date); provided,
        that
        for purposes of this Section 1.5(a)(vii), all such books and records on the
        premises of VDUL located at 200 S. Wacker Street, Chicago, Illinois as of
        the
        Initial Closing Date, shall be deemed delivered to Buyer;

       

      (viii)
        passwords to all computers, computer systems and computer programs of VDUL
        necessary for operation of VDUL’s business in the possession or control of
        Seller, to the extent that the same is not in the possession and control
        of VDUL
        as of the Initial Closing date; and 

       

      (ix)
        (A)
        a duly executed escrow agreement, in the form attached hereto as Appendix
        3, (B)
        the certificate for the Units, and (C) a duly executed assignment separate
        from
        such certificate assigning the Units to Buyer. The deliverables set forth
        in
        this Section 1.5(a)(ix) shall be delivered to Shefsky & Froelich Ltd. as
        escrow agent to hold for the benefit of the parties, and legal title shall
        be
        transferred to Buyer as of the Final Closing. 

       

      (b) Buyer
        shall deliver, or cause to be delivered, to Seller or its designees as follows:
        

       

      (i)
        a
        counterpart fully executed copy of the Sub-Debt Intercreditor
        Agreement;

       


      
        
          
          

        

        
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      (ii)
        the
        fully executed Debenture;

       

      (iii)
        the
        fully executed Assignment and Assumption Agreement;

       

      (iv)
        the
        fully executed Subsidiary Guaranty in favor of Seller, in the form attached
        hereto as Exhibit F; and

       

      (v)
        the
        Options, fully and irrevocably assigned and transferred to the
        Seller.

       

      1.6. United
        States Tax Treatment.
        The
        parties acknowledge that the Acquisition shall be considered a sale by Seller
        and acquisition of assets of VDUL by Buyer for United States income tax
        purposes, and the Buyer and Seller agree to file with their respective United
        States federal income tax returns consistent Forms 8594-Asset Acquisition
        Statements Under Section 1060, including any required amendments thereto.
        

       

      
        	 	
                2.

              	
                Representations
                  and Warranties of
                  Seller

              


      

       

      NEITHER
        SELLER NOR THE ADMINISTRATORS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
        MEMBERS, PARTNERS, AGENTS, REPRESENTATIVES, ATTORNEYS OR ACCOUNTANTS, MAKE
        ANY
        REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF
        ANY
        KIND TO BUYER, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO (I) THE COMPANY
        OR
        THE COMPANY’S BUSINESS, ASSETS, LIABILITIES OR OPERATIONS AND (II) THE ACCURACY
        AND COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES,
        AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY
        DISCLAIMED.

      


      
        	 	
                3.

              	
                Representations
                  and Warranties of
                  Buyer

              


      

       

      3.1. Investment
        Representations.
        Buyer
        represents and warrants as follows: 

       

      (a) Buyer
        understands that the Units have not been registered under the Securities
        Act of
        1933 (the "1933 Act") or the laws of any state, and the transactions
        contemplated hereby are being undertaken in reliance upon an exemption from
        the
        registration requirements of the 1933 Act, and reliance upon such exemption
        is
        based upon Buyer's representations, warranties and agreements contained in
        this
        Agreement.

       

      (b) Buyer
        has
        received and carefully reviewed all information necessary to enable Buyer
        to
        evaluate the Acquisition. Buyer has been given the opportunity to ask questions
        of and to receive answers from Seller, the Administrators and the Company
        concerning the Company’s business, the Units and the Loan, and to obtain such
        additional written information necessary to verify the accuracy
        thereof.

       

      (c) Buyer
        is
        aware the purchase of the Units and the Loan is speculative and involves
        a high
        degree of risk. Buyer is aware that there is no guarantee that Buyer will
        realize any gain from the Acquisition. Buyer further understands that Buyer
        could lose the entire amount of the Purchase Price and any additional sums
        invested into the Company by Buyer after the Effective Date.

       


      
        
          
          

        

        
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      (d) Buyer
        understands that no federal or state agency or other authority has made any
        finding or determination regarding the fairness of the Acquisition or has
        made
        any recommendation or endorsement thereof or has passed in any way upon this
        Agreement.

       

      (e) Buyer,
        subject to the proviso set forth below: (i) is acquiring the Units solely
        for
        Buyer's own account for investment purposes only and not with a view toward
        resale or distribution thereof, in whole or in part, (ii) has no undertaking,
        agreement or arrangement, in existence or contemplated, to sell, pledge,
        assign
        or otherwise transfer the Units to any other person; and (iii) agrees not
        to
        sell or otherwise transfer the Units unless and until it is subsequently
        registered under the 1933 Act and any applicable state securities laws, or
        unless an exemption from any such requirement is available

       

      (f) Buyer
        is
        financially able to bear the economic risk of the Acquisition, including
        the
        ability to hold the Units indefinitely and to afford a complete loss of the
        Purchase Price and any additional sums invested into the Company by Buyer
        after
        the Effective Date. Buyer has such knowledge and experience in financial
        and
        business matters as to be capable of evaluating the merits and risks of the
        Acquisition.

       

      3.2. Access
        to Data.
        Buyer
        has received and reviewed information about the Company and has had an
        opportunity to discuss the Company's business, management and financial affairs
        with its management and to review the Company's facilities. Buyer understands
        that such discussions, as well as any written information provided by Seller,
        Administrators or the Company, were intended to describe the aspects of the
        Company’s business and prospects which Seller, Administrators or the Company
        believes to be material, but were not necessarily a thorough or exhaustive
        description, and Seller and Administrators make no representation or warranty
        with respect to the completeness of such information and makes no representation
        or warranty of any kind with respect to any information provided by any entity.
        Some of such information includes projections as to the future performance
        of
        the Company, which projections may not be realized, are based on assumptions
        which may not be correct and are subject to numerous factors beyond Seller’s and
        Administrators’ control. 

       

      3.3. Authorization.
        As of
        the Effective Date, all action on the part of Buyer and its officers, directors
        and partners necessary for the authorization, execution and delivery of this
        Agreement and the performance of all obligations of Buyer hereunder shall
        have
        been taken, and this Agreement, assuming due execution by the parties hereto,
        constitutes valid and legally binding obligations of Buyer, enforceable in
        accordance with its terms, subject to: (i) judicial principles limiting the
        availability of specific performance, injunctive relief, and other equitable
        remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other
        similar laws now or hereafter in effect generally relating to or affecting
        creditors' rights.

       


      
        
          
          

        

        
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      3.4. Compliance
        with Other Instruments.
        Buyer
        is not in violation or default of any provision of its certificate of
        incorporation or other organizational documents, as applicable, each as in
        effect immediately prior to the applicable Closing, except for such failures
        as
        would not be reasonably expected to materially adversely effect the ability
        of
        Buyer to perform its obligations under this Agreement (a "Buyer Material
        Adverse
        Effect"). Buyer is not in violation or default of any provision of any material
        instrument, mortgage, deed of trust, loan, contract, commitment, judgment,
        decree, order or obligation to which it is a party or by which it or any
        of its
        properties or assets are bound which would reasonably be expected to have
        a
        Buyer Material Adverse Effect. To the best of its knowledge, Buyer is not
        in
        violation or default of any provision of any federal, state or local statute,
        rule or governmental regulation which would reasonably be expected to have
        a
        Buyer Material Adverse Effect. The execution, delivery and performance of
        and
        compliance with this Agreement will not result in any such violation, be
        in
        conflict with or constitute, with or without the passage of time or giving
        of
        notice, a default under any such provision, require any consent or waiver
        under
        any such provision (other than any consents or waivers that have been obtained),
        or result in the creation of any mortgage, pledge, lien, encumbrance or charge
        upon any of the properties or assets of Buyer pursuant to any such provision.
        

       

      3.5. “As
        Is/Where Is”.
        Buyer
        acknowledges and agrees that it is entering into this Agreement: (i) having
        made
        such inspection and investigation of the Units, the Loan and the Company
        as it
        thinks fit; (ii) on the basis that it is acquiring the Units, the Loan and
        the
        Company "as is" and "where is"; (iii) knowing that the Purchase Price to
        be paid
        for the Units and the Company has been calculated on the basis that the risk
        of
        good title to all or any of the Units and the Company not passing under this
        Agreement is at Buyer's risk; (iv) having taken such professional advice
        as it
        considers appropriate; and (v) in the belief that since it is contracting
        with a
        company in administration the terms and conditions of this Agreement are
        reasonable.

       

      3.6. Duty
        to Inform.
        Buyer
        shall keep Seller fully apprised of the status of Buyer’s efforts to obtain the
        Regulatory Approvals (including when any Regulatory Approvals are obtained)
        and
        shall fulfill any other conditions and obligations imposed upon Buyer hereunder
        or under the MSA.

       

      3.7. Commission
        Qualifications.
        To the
        Buyer’s Knowledge, there is no reason for the Commissions to find that Buyer is
        not qualified to control VDUL or the Licenses, including reasons based on
        foreign ownership, and no unresolved regulatory compliance issues regarding
        Buyer or its affiliates that could delay the regulatory approval process
        or
        cause the Commission’s to deny the requested approvals. 

       

      3.8. Options.
        The
        Options (i) are fully transferable and assignable to Seller; (ii) are not
        subject to any restrictions, other than those expressly stated therein; and
        (iii) have not been exercised (in whole or in part), amended, modified,
        supplemented, cancelled, rescinded or terminated.

       

      3.9. Solvency.
        Buyer
        represents and warrants that it is, and after the Effective Date will remain,
        solvent, and has not, and shall not, commence any bankruptcy, liquidation,
        reorganization or insolvency cases or proceedings. Buyer further represents
        and
        warrants that it, as the manager of the Company, shall not commence any
        bankruptcy, liquidation, reorganization or similar insolvency proceedings
        with
        respect to the Company. 

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	 	
                4.

              	
                Covenants

              


      

       

      4.1. Confidentiality.
        Administrators, Seller and Buyer, and their respective officers, directors,
        partners and affiliates, agree to keep the terms and conditions of this
        Agreement and the transactions contemplated hereby confidential, and each
        agree
        not to disclose to any party not a party to this Agreement any of the terms
        hereof, except where such disclosure is: (i) to its professional advisers,
        (ii)
        current and prospective financing sources, or (iii) is required by applicable
        law or the rules or standards of the U. S. Securities and Exchange Commission
        (the “SEC”), London Stock Exchange or the Listing Rules of the UK Listing
        Authority or the rules and requirements of any other competent regulatory
        body,
        which determination may be made in the good faith opinion of counsel to the
        party that is subject to the regulatory body in question. Buyer expressly
        acknowledges that it has received, and will receive in the future, Confidential
        Materials (as hereinafter defined), and that disclosure of such Confidential
        Materials to parties not a party to this Agreement would cause irreparable
        harm
        to Seller or Administrators. Except with the prior written consent of Seller
        or
        Administrators or as required by law, neither Buyer nor its officers, directors,
        partners or affiliates, shall (i) disclose any Confidential Materials to
        any
        party not a party to this Agreement or otherwise permitted hereunder, or
        (ii)
        use any Confidential Materials for any purpose except in connection with
        their
        efforts on behalf of Seller or Administrators, or as necessary to assist
        in the
        operation of VDUL pursuant to the MSA. Buyer and its officers, directors,
        partners and affiliates shall use their best efforts to preserve the
        confidentiality of all Confidential Materials, subject to the requirement
        for
        dissemination as may be required in the good faith opinion of its counsel
        as it
        relates to disclosure to meet regulatory body approval or with respect to
        the
        exceptions enumerated above. In the event that a party concludes that it
        is
        legally obligated to disclose any provision of this Agreement or any
        Confidential Materials, such party shall provide the other party with prompt
        written notice, and shall seek to limit the dissemination of such Confidential
        Materials. In the case of legal proceedings in which such disclosure is
        required, the parties shall cooperate to obtain an appropriate protective
        order
        or comply with such other procedural requirements limiting the disclosure
        of
        such material. The parties acknowledge that they may be required to disclose
        certain terms of this Agreement, or the entirety hereof, to the FCC and/or
        certain State Commissions in connection with applying for the Regulatory
        Approvals. Notwithstanding the foregoing, Administrators may disclose details
        of
        this Agreement to their appointors, advisers and any liquidator of Seller
        and
        also for the purpose of enforcing its terms, or if required to do so by any
        court. They may also include appropriate details in their administration
        records, accounts and returns.

       

      Notwithstanding
        the foregoing,: (i) Seller or Administrators may disclose the amount of the
        Purchase Price, Final Purchase Price, Debenture and Options to any third
        party
        if, in the sole and absolute discretion of Seller or Administrators, such
        disclosure is necessary to enable Seller and/or Administrators to fulfill
        its/their obligations under the terms of any contract or arrangement with
        such
        third party (subject to Seller or Administrators’ undertaking to notify Buyer to
        the extent any such disclosure shall be made); and (ii) Buyer may disclose
        the
        terms of this Agreement at such time as its securities counsel is of the
        opinion
        that Buyer is required to file a Form 8-K with the U.S. Securities &
Exchange Commission disclosing the material terms of this
        Agreement.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      "Confidential
        Materials" means any information or materials, whether written or oral, tangible
        or intangible, (i) concerning the Company, its subsidiaries, businesses,
        markets, products, prospects, finances and member(s), and (ii) which Buyer
        develops, or with respect to which Buyer gains access or knowledge, as a
        direct
        result of Seller’s, Administrators' or VDUL’s provision to Buyer of information
        and/or materials. Notwithstanding the foregoing, the Confidential Material
        shall
        not include (A) information that was known to, and material that was in the
        possession of, Buyer prior to the commencement of any negotiations with Seller
        and Administrators, (B) information that is or becomes generally known to,
        and
        materials possessed by, the public at large or entities involved in the business
        of VDUL (other than as a result of a breach of this agreement by Buyer or
        by
        disclosure of any other party which Buyer knows, or has reason to know, is
        under
        an obligation of confidentiality to Seller and Administrators), (C) information
        or material acquired by Buyer independently from a third party (other than
        a
        third party which Buyer knows, or has reason to know, is under an obligation
        of
        confidentiality to Seller and Administrators), and (D) information or material
        independently developed by Buyer and not as a result of the disclosure of
        information or provision of materials by Seller or Administrators. The
        Confidential Materials may include, but are not necessarily limited to, the
        following: concepts; techniques; data; documentation; research and development;
        customer lists; advertising plans; distribution networks; new product concepts;
        designs; patterns; sketches; planned introduction dates; processes; marketing
        procedures; "know-how"; marketing techniques and materials; development plans;
        names and other information related to strategic partners, suppliers, or
        vendors; pricing policies and strategic, business or financial information,
        including business plans and financial pro formas.

      


      4.2. Reasonable
        Assistance.
        If
        requested by Seller or Administrators, Buyer shall give all reasonable
        assistance to Seller and/or Administrators in connection with any claim or
        loss
        actions, proceedings, claims and demands brought or made by or against Seller
        and/or Administrators which relate to the Units or the Company. Similarly,
        if
        requested by Buyer, Seller, to the extent that it is reasonably able and
        it is
        commercially reasonable for it to do so, will provide Buyer, at Buyer’s expense,
        reasonable access to inspect and copy any of Seller’s books and records that
        Buyer or its auditors may reasonably require in order to enable them to complete
        an audit or financial review of VDUL’s financial condition for calendar years
        2006 and 2007 and with respect to operations through the Initial Closing
        Date in
        2008.

       

      4.3. Indemnification
        by Buyer.
        Buyer
        hereby agrees to defend, indemnify and hold harmless Seller, Administrators
        and
        their respective officers, managers, members, employees, agents, attorneys
        and
        affiliates from and against, and to promptly pay, all damages asserted against
        or incurred by reason of or resulting from:

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (a) a
        breach
        or misrepresentation, nonfulfillment of, or any failure to perform by Buyer
        of
        any representation, warranty or covenant contained herein or in any agreement
        executed pursuant hereto, including without limitation the Assignment and
        Assumption Agreement; or

       

      (b) the
        failure of Buyer to pay, perform and discharge when due the Purchase Price
        or
        Final Purchase Price; or

       

      (c) all
        liabilities incurred as a result of Buyer's operation of the Company from
        and
        after the Effective Date, including, without limitation, any liabilities
        or
        damages to Seller or Administrators resulting from Buyer’s failure to obtain all
        Regulatory Approvals prior to any Closing.

       

      4.4. Name
        Change.
        Buyer
        hereby agrees to file all applications, notices, documents and instruments
        that
        are required to effect a legal change of the Company’s name to another name
        which does not contain the word “Vanco” with all applicable governmental and
        regulatory authorities (including but not limited to the Delaware Secretary
        of
        State, all other applicable Secretaries of State or the equivalent, the FCC,
        all
        applicable State Commissions and all applicable agencies having jurisdiction
        over tax or regulatory assessments of any kind). Immediately following the
        Initial Closing, Buyer shall use its best efforts, and shall initiate all
        necessary actions, including without limitation, making all filings and
        obtaining all required regulatory approvals, to effect the foregoing name
        change
        no later than one business day following the Final Closing Date, with the
        exception of states that require pre-approval of the Acquisition. For states
        that require pre-approval of the Acquisition, Buyer shall may such name change
        filings within two (2) business days of the receipt of each such state’s
        approval of the Acquisition. Seller agrees to cooperate with Buyer in effecting
        such name change. Buyer also agrees to notify all customers of VDUL of the
        name
        change at Buyer’s own expense.

       

      4.5. Regulatory
        Approvals.
        

       

      (a) It
        is
        Buyer's responsibility (at its own expense) to apply for and obtain any
        necessary or appropriate licenses, consents, approvals, permits, registrations
        or rights to use (including Regulatory
        Approvals)
        or have
        the benefit of any of the Units or the Company as soon as reasonably practicable
        consistent with Section 1.2 above. Buyer shall use its best efforts to obtain
        all such licenses, consents, approvals, permits, registrations, rights and
        Regulatory Approvals as soon as possible following the Effective Date. Failure
        to obtain any requisite license, consent, approval, permit, registration,
        right
        or Regulatory Approval or any failure to consummate the Closings shall not
        prejudice this Agreement or, in particular, the
        Purchase Price or Final Purchase Price payable under it (which shall not
        be
        repayable under any circumstances).
        To the
        extent that any of such approvals reasonably require the execution of documents
        or other assistance of Seller or the Company prior to or following the
        applicable Closing, Seller agrees to use its best efforts (to the extent
        it is
        able to) to cooperate with Buyer to obtain such approvals and to cause the
        Company to cooperate with Buyer as well. Buyer also agrees to cooperate fully
        with Seller and to pay all costs, fees and expenses with respect to any ongoing
        regulatory reporting obligations Seller may have with respect to licenses
        issued
        to VDUL following the Initial Closing and Final Closing ( as applicable).
        

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (b) (i)
        Notwithstanding anything to the contrary herein, Buyer hereby acknowledges
        and
        agrees that once paid, the Purchase Price and any other amounts paid, or
        to be
        paid, by the Buyer (or any of its subsidiaries or affiliates) in connection
        with
        the Acquisition, shall be non-refundable under any circumstance (including,
        without limitation, the failure of the Final Closing to occur), absent fraud
        by
        Seller; and (ii) in furtherance of clause (i) above, neither the Buyer nor
        any
        of its subsidiaries or affiliates shall have any right to, nor shall any
        such
        person assert any claim or otherwise take any action to, recoup, clawback,
        recover or otherwise obtain any refund of all or any portion of the Purchase
        Price or any other amounts paid, or to be paid, by the Buyer (or any of its
        subsidiaries or affiliates) in connection with the Acquisition, absent fraud
        by
        Seller.

       

      4.6. Resignations.
        Prior
        to the Effective Date, each of the managers and officers of VDUL have given
        Buyer notice of their intent to resign from all such positions. The parties
        hereby agree to accept each such resignation as of the Initial Closing Date.
        The
        Administrators shall appoint Buyer as replacement manager and appoint Patrick
        C.
        Shutt as CEO, George King as President, Secretary, Robert Pollan as COO and
        Jim
        McDevitt as COO, Treasurer of VDUL.

       

      4.7. Transition
        Services Agreement. 
        (a) Buyer expressly acknowledges the existence and effect of that certain
        Transition Services Agreement between the Company and Vanco US LLC (“VUS”) dated
        May 23, 2008 (the “TSA”). The parties acknowledge that a dispute has arisen
        under the TSA between Seller and VDUL on one hand and VUS on the other with
        respect to a certain lease relating to commercial office space in Chicago,
        Illinois (the “S. Wacker Lease”). The terms of the TSA purportedly include an
        obligation of VUS to assume the S. Wacker Lease. The parties hereby agree
        that
        they will use commercially reasonable efforts, and Buyer shall cause VDUL
        to use
        commercially reasonable efforts, to cause VUS to take full assignment of
        the S.
        Wacker Lease, and, until such assignment is consummated, to otherwise cause
        VUS
        to continue making at least fifty percent (50%) of the remaining lease payments
        to VDUL through the term of the S. Wacker Lease. Further, the parties hereby
        agree that, after the Effective Date, (i) any lease payments or other such
        consideration received by VDUL from VUS or its affiliates in connection with
        the
        S. Wacker Lease shall constitute “Vanco US Payments” (as such term is defined in
        the Debenture) and (ii) immediately upon receipt of any and all Vanco US
        Payments, Buyer shall deliver, or cause VDUL to deliver, evidence of such
        payments to Seller. 

       

      (b)
        Without prejudice to the express exclusion of representations, warranties
        and
        liability of Seller and the Administrators set forth in Sections 2 and 7
        hereof,
        the parties further acknowledge that the “USX Portal” and associated
“Intellectual Property” that has been used by VDUL for purposes of its historic
        operations is the portal that has been retained by VDUL, as acknowledged
        in the
        TSA, as distinguished from the “Net Direct Portal” that has been used by VUS
        with respect to its business; for the avoidance of doubt, to the extent that
        the
        USX Portal has been marketed under the name “net direct portal,” this has no
        bearing on the fact that the USX Portal is the property of VDUL and ownership
        and part of the assets underlying VDUL to be enjoyed by Buyer in connection
        with
        this Agreement.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      
        	 	
                5.

              	
                Provision
                  of Assistance for Seller and
                  Administrators

              


      

       

      Buyer
        will permit Seller and Administrators and their authorized representatives
        to
        inspect the books and records of the Company at any time following the Effective
        Date for the purpose of completing the administration and will preserve and
        keep
        safe such records and not destroy them. The Buyer will also permit Seller,
        Administrators and any other person to inspect and copy its books and records
        and produce originals of such books and records and will preserve and keep
        safe
        such books and records and not destroy them. Seller and the Administrators
        agree
        to maintain the confidentiality of the books and records of the Company,
        subject
        to the Confidential Information standards set forth above.

      


      
        	 	
                6.

              	
                Exclusion
                  of Personal Liability

              


      

       

      6.1. Administrators
        are agents of Seller and have been acting in that capacity in the negotiation,
        preparation and implementation of this Agreement.

       

      6.2. Neither
        Administrators nor their firm, staff, employees, advisers and agents shall
        incur
        personal liability under this Agreement or any other deed, instrument or
        document entered into pursuant to it and any liability to which Administrators
        or their staff, employees, advisers and agents would otherwise be subject
        (whether in contract, tort or otherwise) is expressly excluded.

      


      6.3. Any
        right
        under this Agreement which is for the benefit of Administrators (and in
        particular, without prejudice to the generality of the foregoing, any right
        to
        be indemnified by Buyer and the rights granted hereunder and all rights to
        receive any payment from Buyer) shall also be for the benefit of, and shall
        be
        exercisable by, any subsequent administrator, liquidator or other insolvency
        practitioner (a "Subsequent Appointee") appointed in respect of Seller and
        so
        that, as regards such Subsequent Appointee, the relevant clause shall apply
        mutatis
        mutandis
        so that
        references to Administrators shall be treated as references to such Subsequent
        Appointee.

      


      
        	 	
                7.

              	
                Exclusion
                  of Liability

              


      

       

      7.1. All
        conditions, representations (including pre-contractual negligent and innocent
        misrepresentations) and warranties express or implied, and whether statutory
        or
        otherwise, relating to all or any of the Units and the Company are expressly
        excluded, unless specified in this Agreement. In particular, but without
        limitation, all representations and warranties as to title, quiet possession,
        enjoyment, quality, condition, state or description of the Units and the
        Company
        or their fitness or suitability for any purpose whatsoever or whether any
        necessary consents for the assignment or transfer of the Units and the Company
        or any of them will be forthcoming are expressly excluded, unless specified
        in
        this Agreement. 

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      7.2. Any
        claim
        of Buyer, or of any person claiming through it, against Seller shall take
        effect
        as an unsecured claim and not as an administration expense.

       

      7.3. The
        exclusions of liability in this Agreement shall:

       

      (a) arise
        and
        continue notwithstanding the termination of Administrators' agency before
        or
        after the signing of this Agreement and shall operate as waivers of any claims
        in tort as well as under the law of contract;

       

      (b) be
        in
        addition to and not in substitution for and notwithstanding any right of
        indemnity or relief otherwise available; and

       

      (c) continue
        after each of the Closings.

       

      7.4. Nothing
        in this Agreement shall operate to restrict or affect in any way any right
        of
        Administrators to be indemnified, or to exercise a lien howsoever.

       

      7.5. In
        the
        absence of an express provision to the contrary, nothing in this Agreement
        shall
        require Seller or Administrators to carry out or continue to carry out any
        arrangement or contract, whether single or of continuing effect, with third
        parties and whether in relation to the Units, the Loan, Company or
        otherwise.

       

      7.6. Any
        claim
        against Seller and/or against Administrators (or their firm, partners,
        employees, agents, advisers or representatives) shall in any event and in
        addition to the exclusions of liability contained in this Agreement, be
        irrevocably waived by Buyer unless made in writing by notice to Administrators
        within sixty (60) days after the Initial Closing Date.

       

      7.7. Without
        prejudice to each and every provision of this Agreement, any claim of Buyer,
        or
        of any person claiming through, under or in relation to Buyer shall not in
        any
        circumstances exceed the lower of the Purchase Price and the net realizable
        value of the Units available to Administrators in the administration of
        Seller.

       

      7.8. The
        exclusions and limitations contained in this Agreement shall not apply in
        the
        case of any fraudulent misrepresentation made by Seller or Administrators
        or
        their respective agents or insofar as any action against any of them is based
        upon the fraud of Seller or Administrators or their respective
        agents.

       

      7.9. Administrators
        are party to this Agreement solely to obtain the benefit of the exclusions
        and
        limitations on liability and undertakings in their favor.

       

      
        	 	
                8.

              	
                Miscellaneous

              


      

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      8.1. Governing
        Law.
        This
        Agreement shall be governed in all respects by the laws of the State of
        Delaware, without regard to any provisions thereof relating to conflicts
        of laws
        among different jurisdictions. 

       

      8.2. Survival.
        The
        representations and warranties made by Buyer herein shall survive the Initial
        Closing for a period of one year, whereupon they shall cease and be of no
        further force and effect.

       

      8.3. Successors
        and Assigns.
        This
        Agreement shall not be assignable by Buyer without the express prior written
        consent of Seller and Administrators. This Agreement may be assigned by:
        (i)
        Seller or Administrators to an affiliate of Seller; and (ii) by Buyer to
        an
        affiliate of Buyer. This Agreement shall not be construed so as to confer
        any
        right or benefit on any party not a party hereto.

       

      8.4. Entire
        Agreement; Amendment.
        This
        Agreement and the other documents delivered pursuant hereto constitute the
        full
        and entire understanding and agreement among the parties with regard to the
        subjects hereof and thereof and supersedes all prior agreements and
        understandings relating thereto. Neither this Agreement nor any term hereof
        may
        be amended, waived, discharged or terminated other than by a written instrument
        signed by the party against whom enforcement of any such amendment, waiver,
        discharge or termination is sought.

       

      8.5. No
        Set
        Off.
        Without
        prejudice to the other provisions of this Agreement, Buyer shall not be entitled
        to set off any claims it may have against Seller or Administrators or any
        of
        them or exercise any lien whatsoever against or make any deduction from any
        money (including cheques or other negotiable instruments) payable to Seller
        or
        Administrators or any of them pursuant to this Agreement and such money shall
        be
        paid forthwith in full as it becomes due in accordance with the terms of
        this
        Agreement.

       

      8.6. Notices,
        Etc.
        All
        notices under this Agreement shall be sufficiently given for all purposes
        if
        made in writing and delivered personally, sent by documented overnight delivery
        service or, to the extent receipt is confirmed, facsimile or other electronic
        transmission, to following addresses and numbers. Notices to Seller shall
        be
        addressed to:

       

      Vanco
        plc (in administration)

      Holborn
        Gate

      26
        Southampton Buildings

      London
        WC2A 1PB

      Fax:
        +44(0) 203 077 0599

      Attn:
        The Administrators


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      Notices
        to Administrators shall be addressed to:

      


      The
        Administrators (in administration)

      Holborn
        Gate

      26
        Southampton Buildings

      London
        WC2A 1PB

      Fax:
        +44(0) 203 077 0599

      Attn:
        Simon Granger and Chad Griffin

      


      Each
        with a copy to:

      


      Bingham
        McCutchen LLP

      2020
        K Street NW

      Washington,
        DC 20006

      Fax:
        202-373-6001

      Attn:
        Andrew M. Ray, Esq.

      


      or
        at such other address and to the attention to such other person as Seller
        and/or
        Administrators may designate by written notice to Buyer. Notices to Buyer
        shall
        be addressed to:

      


      c/o
        Capital Growth Systems, Inc.

      500
        West Madison Street, Suite 2060

      Chicago,
        IL 60661

      Fax:
        312-673-2422

      Attn:
        Mr. Patrick Shutt, CEO

      


      with
        a copy to:

      


      Shefsky
        & Froelich Ltd.

      111
        East Wacker Drive, Suite 2800

      Chicago,
        IL 60601

      Fax:
        312-527-3194

      Attn:
        Mitchell Goldsmith, Esq.

      


      or
        at such other address and to the attention of such other person as Buyer
        may
        designate by written notice to Seller and Administrators.

      


      8.7. Delays
        or Omissions.
        No
        delay or omission to exercise any right, power or remedy accruing to any
        party
        upon any breach or default of the other party under this Agreement shall
        impair
        any such right, power or remedy of such first party, nor shall it be construed
        to be a waiver of any such breach or default, or an acquiescence therein,
        or of
        or in any similar breach or default thereafter occurring; nor shall any waiver
        of any single breach or default be deemed a waiver of any other breach or
        default theretofore or thereafter occurring. Any waiver, permit, consent
        or
        approval of any kind or character on the part of any holder of any breach
        or
        default under this Agreement, or any waiver on the part of any holder of
        any
        provisions or conditions of this Agreement, must be in writing and shall
        be
        effective only to the extent specifically set forth in such writing or as
        provided in this Agreement.

       


      
        
          
          

        

        
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      8.8. Successors.
        For the
        purposes of interpreting this Agreement, Administrators shall be construed
        as
        being to Administrators and any person who is appointed as an Administrator
        in
        substitution for any Administrator or as an additional Administrator in
        conjunction with the Administrators.

       

      8.9. Expenses.
        Except
        as set forth in Section 4.5, Seller, Administrators and Buyer shall each
        bear
        the expenses and legal fees incurred on their own behalf with respect to
        this
        Agreement and the transactions contemplated hereby. Seller (not the Company)
        shall be responsible for all brokerage commissions to Houlihan Lokey et.
        al. and
        with respect to all legal and closing costs associated with Seller with respect
        to the transactions contemplated herein. Buyer shall be responsible and liable
        for the fees of any counsel retained by Buyer to prepare and prosecute the
        applications, notifications and other filings required to obtain the Regulatory
        Approvals or the waiver thereof.

       

      8.10. Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which may
        be
        executed by only one party, which shall be enforceable against the parties
        actually executing such counterparts, and all of which together shall constitute
        one instrument and shall be binding whether in the form of original, photocopy,
        facsimile or email pdf.

       

      8.11. Severability;
        Enforcement.
        In the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without such provision; provided
        that no
        such severability shall be effective if it materially changes the economic
        benefit of this Agreement to any party. The parties hereto agree that
        irreparable damage for which money damages would not be an adequate remedy
        would
        occur in the event that any of the provision of this Agreement were not
        performed in accordance with its specific terms or was otherwise breached.
        It is
        accordingly agreed that, in addition to any other remedies a party may have
        at
        law or equity, the parties shall be entitled to seek an injunction of
        injunctions to prevent such breached of this Agreement and to enforce
        specifically the terms hereof.

       

      8.12. Interpretation.
        Article
        titles and headings to sections herein are inserted for convenience of reference
        only and are not intended to be a part of or to affect the meaning or
        interpretation of this Agreement. The Exhibits referred to herein shall be
        construed with and as an integral part of this Agreement to the same extent
        as
        if they were set forth verbatim herein. No party shall benefit from any rule
        construing this Agreement against that party as drafter, and it is acknowledged
        that the document is jointly drafted.

       

      8.13. Termination.
        Anything contained in this Agreement to the contrary notwithstanding, this
        Agreement may be terminated at any time prior to the Initial Closing
        Date:

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (a) by
        the
        mutual consent of Buyer, Administrators and Seller;

       

      (b) by
        Seller
        or Administrators, in their sole and absolute discretion, in the event of
        any
        material breach by Buyer of any of Buyer’s agreements, representations or
        warranties contained herein and Buyer’s failure to cure the same within ten (10)
        days of notice of breach if such breach is susceptible of a cure;
        or

       

      (c) by
        Seller
        or Administrators, in their sole and absolute discretion, if a Buyer Material
        Adverse Effect occurs and Buyer fails to remedy the events causing the same
        within two (2) days following delivery of notice from Seller.

       

      8.14. Control.
        Nothing
        in this Agreement permits, or will be deemed to permit, Buyer to exercise
        de
        facto
        or
de
        jure
        control
        over the Company prior to Initial Closing.

       

      


      


      [signatures
        appear on the following page]


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.

      


      “Seller”

      Vanco
        plc
        (in administration) represented by ________________ one of its

      Administrators
        (without personal liability)

      


      By:
        _________________________

      Name:
        ______________________

      Title:
        ________________________

      


      "Administrators"

      On
        behalf
        of the Administrators (without personal liability)

      By:
        _________________________

      Name:
        ______________________

      Title:
        ________________________

      


      “Buyer”

      Capital
        Growth Acquisition, Inc.

      By:
        _________________________

      Name:________________________

      Title:
        ________________________