Alldigital Holdings, Inc. Sample Contracts

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Alldigital Holdings, Inc. • October 24th, 2011 • Retail-auto & home supply stores
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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • August 4th, 2015 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), is among AllDigital Holding, Inc., a Nevada Corporation (the “Company”), the Existing Secured Parties (as defined below), holders of the New Notes (as defined below), each a signatory hereto, their endorsees, transferees and assigns (collectively, the “New Secured Parties”) and Richard P. Stevens, II, as Collateral Agent (the “Agent”), effective as of the date this Agreement is executed by the Company and the Agent (the “Effective Date”) as evidenced by the date affixed to the signature pages annexed hereto. Holders of the Exchanged Notes (as defined below), their endorsees, transferees and assigns (collectively, the “Existing Secured Parties” and together with the New Secured Parties, the “Secured Parties”) are party to this agreement upon the execution of this Agreement by the Company and the Agent.

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STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE –NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Alldigital Holdings, Inc. • August 29th, 2011 • Retail-auto & home supply stores
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EMPLOYMENT AGREEMENT BRAD EISENSTEIN
Employment Agreement • April 20th, 2015 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of September 8, 2014 (the “Effective Date”), by and between AllDigital, Inc., a California corporation (the “Company”), and Brad Eisenstein (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agree as follows:

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BROADCAST INTERNATIONAL, INC., ALTA ACQUISITION CORPORATION and ALLDIGITAL HOLDINGS, INC. Dated as of January 6, 2013
Agreement and Plan of Merger and Reorganization • January 7th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California
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ALLDIGITAL EMPLOYMENT AGREEMENT KON WILMS
Alldigital Employment Agreement • July 2nd, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2013 (the “Effective Date”), by and between AllDigital, Inc., a California corporation (the “Company”), and Kon Wilms (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agree as follows:

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VOTING AGREEMENT
Voting Agreement • January 7th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • Utah

THIS VOTING AGREEMENT (this “Agreement”), dated as of January 6, 2013, between the undersigned stockholders (“Stockholders”) of AllDigital Holdings, Inc., a Nevada corporation (the “Company”), and Broadcast International, Inc., aUtah corporation (“Parent”).

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 28th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

This THIRD TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of August 26, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreement and Plan of Merger dated January 6, 2013 among Parent, Merger Sub and the Company (including all amendments, the “Merger Agreement”), as previously amended by the First Amendment to Agreement and Plan of Merger dated April 10, 2013 (the “First Amendment”) and the Second Amendment to Agreement and Plan of Merger dated June 27, 2013 (the “Second Amendment”).

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Contract
Alldigital Holdings, Inc. • November 14th, 2011 • Retail-auto & home supply stores • Nevada

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON RESALE AND MAY NOT BE RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • January 7th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California

This Professional Services Agreement (“Agreement”), is entered into as of January 6, 2013 (the “Effective Date”) by and between AllDigital, Inc., a California Corporation with its principal place of business at 220 Technology Drive, Suite 100, Irvine, CA 92618 (“Company”) and Broadcast International, Inc., a Utah Corporation, with its principal place of business at 7050 Union Park Center #600, Salt Lake City, Utah 84047 (“Customer”).

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MASTER LEASE AGREEMENT
Master Lease Agreement • August 29th, 2011 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, subject to the following terms of this Master Lease Agreement (“Master Lease”) and any Lease Schedule (“Schedule”), collectively referred to as the Lease (“Lease”), the personal property described in any Schedule together with all attachments, replacements, parts, substitutions, additions, upgrades, accessories, software licenses and operating manuals (the “Product”). Each Schedule shall constitute a separate, distinct, and independent Lease and contractual obligation of Lessee.

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ESCROW AND CONTRIBUTION AGREEMENT
Escrow and Contribution Agreement • July 2nd, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • Utah

THIS ESCROW AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of June, 2013, by and among ALLDIGITAL HOLDINGS, INC. a Nevada corporation (the “Company”), the STEPHEN JAMES SMITH TRUST (Dated 10/24/02), a trust (“Smith”), TIMOTHY NAPOLEON, an individual (“Napoleon,” and together with Smith, the “Contributors”), and PARR BROWN GEE & LOVELESS, P.C., a Utah professional corporation, as escrow agent (the “Escrow Agent”). The Company and the Contributors are hereinafter sometimes jointly referred to as the “Parties” and, where no distinction is required by the context, sometimes separately referred to as a “Party.”

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VOTING AGREEMENT
Voting Agreement • January 7th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • Utah

THIS VOTING AGREEMENT (this “Agreement”), dated as of January 6, 2013, between the undersigned stockholders (“Stockholders”) of Broadcast International, Inc., a Utah corporation (“Parent”), and AllDigital Holdings, Inc., aNevada corporation (the “Company”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 14th, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of April 9, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreement and Plan of Merger dated January 6, 2013 among Parent, Merger Sub and the Company (the “Merger Agreement”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG ALLDIGITAL, INC., ALLDIGITAL ACQUISITION CORP. AND AFTERMARKET ENTERPRISES, INC. July 29, 2011 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 5th, 2011 • Aftermarket Enterprises, Inc. • Retail-auto & home supply stores • Nevada

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of July 29, 2011, by and among Aftermarket Enterprises, Inc. a Nevada corporation ("Parent"), AllDigital Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"), and AllDigital, Inc., a California corporation (the "Company").

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Series 2011B Warrant to Purchase Common Stock AllDigital Holdings, Inc. Dated: ______________, 2011
Alldigital Holdings, Inc. • November 14th, 2011 • Retail-auto & home supply stores • Nevada

This certifies that _______________________________________ or its permitted transferee (such person or any such permitted transferee is sometimes herein called the “Holder”) is entitled to purchase from AllDigital Holdings, Inc., a Nevada corporation (the “Company”), during the period as hereinafter specified, up to _____________ shares (the “Shares”) of common stock, $.001 par value of the Company (the “Common Stock”), at a purchase price described herein, subject to adjustment as described below (as so adjusted from time to time, the “Exercise Price”), at any time until the Expiration Date (as defined below).

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PROCEEDS ESCROW AGREEMENT
Proceeds Escrow Agreement • July 20th, 2007 • Aftermarket Enterprises, Inc. • Retail-auto & home supply stores • Utah

THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this 18th day of July, 2007, by and between AFTERMARKET ENTERPRISES, INC., a Nevada corporation (the "Company"), and ESCROW SPECIALISTS, Salt Lake City, Utah (the "Escrow Agent").

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 2nd, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 30, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreement and Plan of Merger dated January 6, 2013 among Parent, Merger Sub and the Company, as previously amended by the First Amendment to Agreement and Plan of Merger dated April 10, 2013 (the “Merger Agreement”).

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LOCATION OF PROPERTY END OF LEASE OPTIONS
Master Lease Agreement • August 29th, 2011 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

MASTER LEASE: This original executed Schedule is issued and effective as of the date set forth above. All of the terms, conditions, representations and warranties of the Master Lease identified above are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Schedule and this Schedule constitutes a separately enforceable, complete and independent Lease with respect to the Product described herein. By their execution and delivery of this Schedule, the parties hereby affirm all of the terms, conditions, representations and warranties of the Master Lease. Counterparts: This Schedule may be executed in any number of counterparts, each of which shall be sequentially numbered. No security interest in this Lease may be created through the transfer or possession of any counterpart other than Counterpart No. 1 of this Schedule, but no transfer or possession of the Master Lease will be required to create a security interest in the Lease evidenced by this Sc

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ASSET PURCHASE AGREEMENT dated as of October 17, 2014, by and among ALLDIGITAL HOLDINGS, INC. as Purchaser, and BREVITY VENTURES INC. as Seller.
Asset Purchase Agreement • October 22nd, 2014 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • Delaware

THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 17th day of October, 2014, by and among AllDigital Holdings, Inc. (“Purchaser”), and Brevity Ventures Inc. (the “Seller”).

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AllDigital, Inc. STOCK OPTION AGREEMENT
Stock Option Agreement • August 5th, 2011 • Aftermarket Enterprises, Inc. • Retail-auto & home supply stores • California

This AGREEMENT is between AllDigital, Inc., a California corporation, (the “Company”), and [___________________] (the “Optionee”), pursuant to the Company’s 2011 Stock Incentive Plan (the “Plan”). The Company and the Optionee agree as follows:

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AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • August 4th, 2015 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

This Amendment and Exchange Agreement (the “Agreement”), dated as of July 31, 2015, is made by and among AllDigital Holdings, Inc., a Delaware corporation (the “Company”) and the investors constituting the holders of at least a majority in principal amount (“Majority in Interest”) of the Company’s 5% Senior Secured Convertible Note due December 31, 2016 (“Original Notes”) identified on the signature pages hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement (the “Purchase Agreement”) by and among the Company and each of the holders (each an “Investor” and collectively, the “Investors”) of the Company’s Original Notes, effective as of the date the Purchase Agreement was executed by the Company.

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LOCATION OF PROPERTY END OF LEASE OPTIONS
Master Lease Agreement • August 29th, 2011 • Alldigital Holdings, Inc. • Retail-auto & home supply stores

MASTER LEASE: This original executed Schedule is issued and effective as of the date set forth above. All of the terms, conditions, representations and warranties of the Master Lease identified above are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Schedule and this Schedule constitutes a separately enforceable, complete and independent Lease with respect to the Product described herein. By their execution and delivery of this Schedule, the parties hereby affirm all of the terms, conditions, representations and warranties of the Master Lease. Counterparts: This Schedule may be executed in any number of counterparts, each of which shall be sequentially numbered. No security interest in this Lease may be created through the transfer or possession of any counterpart other than Counterpart No. 1 of this Schedule, but no transfer or possession of the Master Lease will be required to create a security interest in the Lease evidenced by this Sc

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