STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANTStationdigital Corp • May 29th, 2015 • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WS 2006 Irrevocable Trust (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase, up to One Million (1,000,000) shares (the “Warrant Shares”) of Common Stock of StationDigital Corporation, a Delaware corporation (the “Company”); however, in the event that the asset purchase agreement entered into by and between the Company and Network Foundation Technologies, LLC on March 13, 2015 is terminated pursuant to its provisions therein, then this Warrant shall be cancelled and exchanged for a new warrant to purchase 500,000 shares of Common Stock.
STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANTStationdigital Corp • May 29th, 2015 • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gust Vasilakis (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase, up to 60,000 shares (the “Warrant Shares”) of Common Stock of StationDigital Corporation, a Delaware corporation (the “Company”).
Amended and Restated SECURITIES PURCHASE AGREEMENT By and Among STATIONDIGITAL CORPORATION, EACH PURCHASER OF NOTES IDENTIFIED ON THESecurities Purchase Agreement • May 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of March 16, 2015 (this “Agreement”), by and among StationDigital Corporation, a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and solely for purposes of Section 9 hereof, Steel Pier Capital Advisors, LLC, in its capacity as collateral agent (the “Collateral Agent”).
STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE February 5, 2015 [nine month maturity]Stationdigital Corp • May 29th, 2015 • Retail-miscellaneous retail
THIS 15% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 15% Senior Secured Convertible Notes of STATIONDIGITAL CORPORATION, a Delaware corporation (the “Borrower” or the “Company”), having its principal place of business at 5700 Oakland Avenue, #200, St. Louis, MO 63110, designated as its 15% Senior Secured Convertible Notes due February 5, 2015 (this the “Note” and, collectively with the other Notes of such series, the “Notes”).
ContractAmended And • May 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of May 1, 2015 (this “Agreement”), by and among StationDigital Corporation, a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and solely for purposes of Section 9 hereof, Steel Pier Capital Advisors, LLC, in its capacity as collateral agent (the “Collateral Agent”).
ESCROW AGREEMENTEscrow Agreement • May 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 16, 2015, by and among StationDigital Corporation, a Delaware corporation (the “Company”) and Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”).
STATIONDIGITAL CORPORATION SECOND AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AUGUST 26, 2014 THE DATE OF THIS SECOND AMENDMENT IS JANUARY 14, 2015Securities Purchase Agreement • May 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • New York
Reference is made to the Amended and Restated Securities Purchase Agreement, dated August 26, 2014 (the “SPA”), by and among StationDigital Corporation (the “Company”), each purchaser of 12% senior secured convertible notes (the “Notes”) and warrants to purchase shares of common stock of the Company (the “Warrants”) as identified on the signature pages thereto (the “Purchasers”) and Steel Pier Capital Advisors, LLC, as the collateral agent. Capitalized terms used and not defined herein shall have the meanings set forth in the SPA.
