SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2015 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 3, 2015, by and between GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation, with headquarters located at 777 South Flagler Drive - Suite 800 West Tower, West Palm Beach, FL 33401 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2015 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 26, 2015, by and between Global Digital Solutions, Inc., a New Jersey corporation, with headquarters located at 777 South Flagler Drive, Suite #800 West, West Palm Beach, FL 33401 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2023 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
This Registration Rights AGREEMENT (the “Agreement”), dated as of October __, 2022 (the “Execution Date”), is entered into by and between Global Digital Solutions, Inc., a New Jersey corporation with its principal executive office at 6220 Main Ave, #2 Orangevale, CA 95662 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
GLOBAL DIGITAL SOLUTIONS, INC. EMPLOYMENT AGREEMENT Name of Employee (herein "Employee"): Brent Neville Position: Vice President-Operations Name of Employer (herein "Employer"): Global Digital Solutions, Inc. Commencement Date: January 8, 2004 Initial...Employment Agreement • May 21st, 2004 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • California
Position: Senior AttorneyEmployment Agreement • May 21st, 2004 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2015 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 19, 2015, is entered into by and between Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • February 10th, 2023 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of October __, 2022 (the “Execution Date”), is entered into by and between Global Digital Solutions, Inc., a New Jersey corporation with its principal executive office at 6220 Main Ave, #2 Orangevale, CA 95662 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
GLOBAL DIGITAL SOLUTIONS, INC. EMPLOYMENT AGREEMENT Name of Employee (herein "Employee"): William J. Delgado Position: Executive Vice President Name of Employer (herein "Employer"): Global Digital Solutions, Inc. Commencement Date: January 8, 2004...Employment Agreement • May 21st, 2004 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • California
ContractGlobal Digital Solutions Inc • February 9th, 2015 • Perfumes, cosmetics & other toilet preparations • Nevada
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.
ContractGlobal Digital Solutions Inc • January 30th, 2015 • Perfumes, cosmetics & other toilet preparations • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
ContractGlobal Digital Solutions Inc • September 10th, 2013 • 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.
BRIDGE LOAN MODIFICATION AND RATIFICATION AGREEMENTBridge Loan Modification and Ratification Agreement • September 10th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS BRIDGE MODIFICATION AND RATIFICATION AGREEMENT (this “Agreement”), made as of March __, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 10th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Illinois
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.
SECURITY AGREEMENTSecurity Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Florida
This Security Agreement (this “Agreement”) is made as of the ___ day of December, 2012 by and among Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), Bay Acquisition, LLC, a New Hampshire limited liability company and the noteholder of the Company identified on Schedule A hereto (the “Noteholder”).
GLOBAL DIGITAL SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 25th, 2014 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
Global Digital Solutions, Inc., (the “Company”) hereby grants you, STEPHEN L. NORRIS (the “Employee”), an award of Restricted Stock Units under the Company’s 2014 Equity Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is July 1, 2014 (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
April 16, 2014 CONFIDENTIAL Richard J. Sullivan Chief Executive Officer Global Digital Solutions Inc.Global Digital Solutions Inc • August 5th, 2014 • Perfumes, cosmetics & other toilet preparations
FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Global Digital Solutions Inc • August 31st, 2004 • Perfumes, cosmetics & other toilet preparations
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Florida
This Promissory Note Purchase Agreement (this “Agreement”) is made as of the ____ day of December, 2012 by and among Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), and the investor listed on Schedule A hereto (the “Investor”).
EQUITY PURCHASE AGREEMENTSecurity Agreement • June 19th, 2014 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Alabama
This Equity Purchase Agreement, dated June 16, 2014, is by and among Brian A. Dekle and John Ramsey, as sellers (collectively, "Sellers"), GDSI Acquisition Corporation, a Delaware corporation ("Buyer"), Global Digital Solutions, Inc., a New Jersey corporation which is the parent of Buyer (“GDSI”), and North American Custom Specialty Vehicles, LLC, an Alabama limited liability company (the "Company").
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.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Global Digital Solutions Inc • August 31st, 2004 • Perfumes, cosmetics & other toilet preparations • New York
SECURED PROMISSORY NOTEGlobal Digital Solutions Inc • August 9th, 2013 • Perfumes, cosmetics & other toilet preparations • Florida
For value received, Global Digital Solutions, Inc., a New Jersey company (the “Maker” or “Company”), promises to pay to Gabriel De Los Reyes or his permitted assign (the “Holder”), the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) together with interest thereon from the date of issuance of this Note. Simple interest shall accrue from the date of issuance of this Note on the unpaid principal amount at a rate equal to eight and one quarter percent (8 1/4%) per annum based on a 365-day year, payable upon maturity; provided, however, that upon the occurrence of, and during the continuance of, an Event of Default (as defined herein), interest shall accrue from the date of such Event of Default on the unpaid principal amount of this Note at a rate equal to twelve percent ( 12%) per annum, based on a 365- day year. This Note is issued pursuant to, and is subject to the terms and conditions of, that certain Promissory Note Purchase Agreement dated as of the date hereof by
MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of July 28, 2004, by and between Global Digital Solutions, Inc., a New Jersey corporation...Minimum Borrowing Note Registration Rights Agreement • August 31st, 2004 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
DEMAND PROMISSORY NOTEDemand Promissory Note • May 31st, 2018 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
This DEMAND PROMISSORY NOTE (this “Note”) is entered into by and between Global Digital Solutions, Inc. (“Borrower”), and Vox Business Trust, LLC, a Massachusetts limited liability company (“Lender,” and together with Borrower, the “Parties”), as of December __, 2017 (the “Effective Date”).
AMENDMENTAmendment • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Florida
This Amendment dated as of May 6, 2013 (this "Amendment") hereby amends the following agreements: (i) the Promissory Note Purchase Agreement dated as of January 10, 2013 (the "Purchase Agreement") by and among Global Digital Solutions, Inc. (the "Company") and Gabriel Del Los Reyes (the "Noteholder"), (ii) the Secured Promissory Note dated as of January 10, 2013 (the "Note") by and among the Company and the Noteholder, (iii) the Security Agreement dated as of January 10, 2013 (the "Security Agreement") by and among the Company and the Noteholder, and (iv) a Warrant dated as of January 10, 2013 by and among the Company and the Noteholder (the 'Warrant"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
GLOBAL DIGITAL SOLUTIONS, INC. (GDSI) FORM OF SUBSCRIPTION AGREEMENTSecurities Purchase Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS SECURITIES PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this “Agreement”) is between Global Digital Solutions, Inc., a New Jersey corporation and its affiliates (the “Company”), and the individuals named on the signature page of this agreement attached hereto (individually, a “Purchaser” and together, the “Purchasers”).
FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTEConvertible Redeemable Note • February 9th, 2015 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
This First Amendment (“Amendment”) to 8% Convertible Redeemable Note Dated December 8, 2014 (“Note”) is made and entered into this 4th day of February, 2015, but is effective as of December 8, 2014, by and between Global Digital Solutions, Inc. (the “Company”) and David A. Loppert, his authorized successors and permitted assigns ("Holder").
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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 6th, 2019 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of March, 2019, by and among Global Digital Solutions, Inc. a New Jersey corporation (the “Buyer”) and Gary Ball an individual doing business as HarmAlarm (the “Company”) and Gary Ball (“Ball”).
FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • September 10th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).
DEBTOR IN POSSESSION NOTE PURCHASE AGREEMENTPossession Note Purchase Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Illinois
THIS DEBTOR IN POSSESSION NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2012, by and between Airtronic USA Inc., an Illinois corporation (the “Company”) and Global Digital Solutions, Inc., a New Jersey corporation (the “Lender”).
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") made and entered into as of January 28, 2004 of the by and between Global Digital Solutions, Inc., a Delaware corporation ("GDS") and Creative Beauty Supply, Inc., a...Agreement and Plan of Merger • February 4th, 2004 • Creative Beauty Supply Inc • Perfumes, cosmetics & other toilet preparations
THIS STANDSTILL AGREEMENT ("Agreement") is made and entered into as of the 24th day of September 2004., by and among GLOBAL DIGITAL SOULUTIONS, INC., a New Jersey corporation ("GDSI), ADS MONTEREY INC., a California corporation ("ADS"), and LAURUS...Standstill Agreement • October 4th, 2004 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • New York
