Midtown Partners & Co., LLC New York, NY 10017 Phone: 212-939-6420 ♦ Fax: 646-349-5113Global Digital Solutions Inc • March 28th, 2014 • Perfumes, cosmetics & other toilet preparations • New York
This letter (the “Agreement”) confirms Midtown Partners & Co., LLC (“Midtown”) engagement as exclusive placement agent for Global Digital Solutions Inc. (the “Company”), in connection with the proposed private placement (the “Offering”) of up to $7,500,000 million of the Company’s securities (the “Securities”). It is anticipated that the Securities will be sold only to “accredited investors” (the “Investors”), as such term is defined in Rule 501(a) of Regulation D, promulgated under the United States Securities Act of 1933, as amended, pursuant to an exemption from registration under Rule 506 of Regulation D.
ContractSecurity Agreement • March 28th, 2014 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Illinois
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE MAKER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THIRD BRIDGE LOAN MODIFICATION AND RATIFICATION AGREEMENTThird Bridge Loan Modification and Ratification Agreement • March 28th, 2014 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS THIRD BRIDGE LOAN MODIFICATION AND RATIFICATION AGREEMENT (this “Agreement”) is made as of October 10, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”), MERRIELLYN KETT (“Kett”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Lender”).
