ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of December 29, 2005, by and among Digicorp, a Utah corporation (the "Purchaser"), Rebel Holdings, LLC, a California limited liability company ("Rebel Holdings"), Cesar Chatel...Escrow Agreement • January 5th, 2006 • Digicorp • Blank checks • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 29, 2005, by and among Rebel Holdings, LLC, a California limited liability company with headquarters located at 6601 Center Drive West, Suite 200, Los...Securities Purchase Agreement • January 5th, 2006 • Digicorp • Blank checks • California
EXHIBIT B LOCK-UP AGREEMENTLock-Up Agreement • January 5th, 2006 • Digicorp • Blank checks
ASSIGNMENT AGREEMENTAssignment Agreement • January 5th, 2006 • Digicorp • Blank checks
VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of December 29, 2005, by and among Jay Rifkin ("Rifkin") and the stockholders of Digicorp, a Utah corporation (the "Company"), listed on the signature pages hereto (the...Voting Agreement • January 5th, 2006 • Digicorp • Blank checks • Utah
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 29, 2005, by and among Digicorp, a Utah corporation (the "Company"), and the Rebel Crew Holdings, LLC and its respective endorsees, transferees and assigns (the "Secured...Security Agreement • January 5th, 2006 • Digicorp • Blank checks • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of September 30, 2005 (the "Effective Date") by and between Digicorp, a Utah corporation, with an office located at 100 Wilshire Boulevard, Suite 1750, Santa...Employment Agreement • January 5th, 2006 • Digicorp • Blank checks • California
