INSTALLMENT PAYMENT AGREEMENTInstallment Payment Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
Pimuro Capital Partners, LLC, a Texas limited liability company (“Pimuro” and together with the Buyer and the Seller, the “Parties”)
ASSIGNMENT AND NOVATION AGREEMENT DATED AS OF MAY 31, 2011 BY AND AMONG DIGITAL VALLEYS CORP. (THE “BUYER”) AND HIGH PLAINS OIL, LLC (THE “SELLER”) AND JHE HOLDINGS, LLC (THE “COMPANY”) AND JAMES H. EDSEL, NANCY EDSEL, AND JAMES EDSEL, JR....Assignment and Novation Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF MAY 31, 2011 BY AND BETWEEN DIGITAL VALLEYS CORP. (THE “BUYER”) AND HIGH PLAINS OIL, LLC (THE “SELLER”) RELATED TO ALL OF THE MEMBERSHIP INTERESTS OF JHE HOLDINGS, LLC (THE “COMPANY”)Membership Interest Purchase Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into effective as of this 31st day of May, 2011 (the “Effective Date”), by and between Digital Valleys Corp., a Nevada corporation (the “Buyer”), High Plains Oil, LLC, a Nevada limited liability company (the “Seller”), and JHE Holdings, LLC, a Texas limited liability company (the “Company”). The Buyer, the Seller and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTMembership Interest Pledge and Security Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of this 31st day of May, 2011 (the “Effective Date”), by and among Digital Valleys Corp., a Nevada corporation (with its successors and permitted assigns, “Pledgor”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively with their successors and permitted assigns and designees, “Secured Party”), and is given by Pledgor in favor of Secured Party pursuant to the Assignment and Novation Agreement, dated as of May 31st, 2011 (the “Novation Agreement”), by and among Secured Party, Pledgor and High Plains Oil, LLC, a Nevada limited liability company (“High Plains”). Secured Party, Pledgor, and High Plains are collectively referred to herein as the “Parties.”
ContractPrivate Placement Subscription Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT").
