ALLDIGITAL AMENDED AND RESTATED EMPLOYMENT AGREEMENT JOHNWALPUCKEmployment Agreement • July 2nd, 2013 • Alldigital Holdings, Inc. • Retail-auto & home supply stores • California
THIS AMENDED AND RESTATED 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 John Walpuck (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agree as follows:
ESCROW AND CONTRIBUTION AGREEMENTEscrow 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.”
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement 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”).
