AGREEMENT

AGREEMENT

This Agreement (“Agreement”) dated and effective as of June 19, 2013 (the “Effective Date”), is made by and among Focus Venture Partners, Inc. (“FVP”), Beacon Enterprise Solutions Group, Inc. (“Beacon”), and Christopher B. Ferguson (“CBF”).

RECITALS

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and intending to be legally bound, the parties agree as follows:

AGREEMENT

“Affiliate” means, any entity which directly or indirectly controls, is controlled by, or is under common control with FVP for so long as such control exists, where “control” means the decision-making authority as to such entity and, further, where such control shall be presumed to exist where an entity owns more than fifty percent of the equity having the power to vote on or direct the affairs of the other entity.

“Claims” shall mean any and all claims, charges, complaints, demands, actions, lawsuits, liabilities, debts, dues, damages, expenses, amounts, awards, judgments, agreements, contracts, promises, covenants, duties, obligations, liens, claims, encumbrances, security interests, suits and causes of action, of every kind and character, whether asserted or unasserted, known or unknown, direct or indirect, suspected or unsuspected, absolute or contingent, in law or in equity.

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by the Released Parties or the amount of judgments or fines against the Released Parties.

“Proceeding” includes any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative, in which the Released Parties, or any one of them, were, is or will be involved as a party or otherwise, by reason of the fact that the Released Parties, or any one of them, executed or is alleged to have executed a personal guarantee of any Released Obligation; including one pending on or before the Effective Date of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth above.