AMENDED AND RESTATED SECURITY AGREEMENTSecurity 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.
AMENDMENT AND EXCHANGE AGREEMENTAmendment 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.
