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”).
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONStationdigital Corp • May 19th, 2014 • Retail-miscellaneous retail
On April 23, 2014, Alarming Devices, Inc., a Nevada corporation (the “Registrant” or the “Company”), entered into and consummated the Agreement and Plan of Merger (the “Merger Agreement”) with StationDigital, Inc., a Delaware corporation (“StationDigital”). Upon consummation of the transactions set forth in the Merger Agreement (the “Closing”), the Registrant adopted the business plan of Station Digital.
ContractStationdigital Corp • July 29th, 2015 • Retail-miscellaneous retail • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STATIONDIGITAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
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”).
Master Services AgreementMaster Services Agreement • June 9th, 2014 • Stationdigital Corp • Retail-miscellaneous retail • Missouri
This MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into as of May 15, 2014 (the “Effective Date”), by and between CloudWebStore, Inc., a Missouri limited liability with offices located at 5042 Wilshire Blvd, #26900, Los Angeles, CA 90036 (the “Company”), and StationDigital Corporation, a Delaware corporation with offices located at 9465 Wilshire Blvd, Suite 300, Beverly Hills, CA 90212 (“Client”).
SECURITY AGREEMENTSecurity Agreement • July 1st, 2014 • Stationdigital Corp • Retail-miscellaneous retail • New York
THIS SECURITY AGREEMENT (this "Agreement") is made this __ day of June, 2014, by and between STATIONDIGITAL CORPORATION, a Delaware corporation ("Borrower"), and STEEL PIER CAPITAL ADVISORS, LLC, a Delaware limited liability company ("SPCA") in its capacity as collateral agent on behalf of the several purchasers (each a "Purchaser" and collectively, the "Purchasers") who have as of the date hereof, or will hereafter, enter into a Securities Purchase Agreement with the Borrower.
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2009 • Alarming Devices, Inc. • Retail-miscellaneous retail
CONSULTING AGREEMENTConsulting Agreement • April 22nd, 2015 • Stationdigital Corp • Retail-miscellaneous retail
This CONSULTING Agreement (this “Agreement”), entered into on April 16, 2015 (the “Effective Date”), sets forth the arrangement between JSP, Inc., a California corporation with an office at 2533 N. Beachwood Drive, Los Angeles, CA 90068 (the “Consultant”), and StationDigital Corporation, a Delaware corporation with its principal place of business located at 5700 Oakland Ave., #200, St. Louis, MO 63110 (the “Company”).
STATIONDIGITAL CORPORATION AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AUGUST 26, 2014Securities Purchase Agreement • November 12th, 2014 • 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.
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONCombined Financial Information • April 28th, 2014 • Alarming Devices, Inc. • Retail-miscellaneous retail
On April 23, 2014, StationDigital , Inc., a Delaware corporation (“StationDigital”) consummated a Stock Purchase Agreement, as amended (the “Agreement”) entered into with Steel Pier Capital Advisors, LLC (“Steel Pier”) whereby StationDigital acquired 4,850,000 shares of 5,000,000 shares of Common Stock held by Steel Pier. The purchase price for the Shares was One Hundred Thousand Dollars ($100,000). The acquisition of the Shares, which represent approximately 91% of the Registrant’s shares of outstanding Common Stock, resulted in a change in control of the Registrant.
SECURITIES PURCHASE AGREEMENT By and Among STATIONDIGITAL CORPORATION and EACH PURCHASER OF NOTES IDENTIFIED ON THE SIGNATURE PAGES HERETO (EACH, INCLUDING ITS SUCCESSORS AND ASSIGNS, A "PURCHASER" AND COLLECTIVELY THE "PURCHASERS") Dated as of June...Securities Purchase Agreement • July 1st, 2014 • Stationdigital Corp • Retail-miscellaneous retail • New York
SECURITIES PURCHASE AGREEMENT, dated as of June __, 2014 (this "Agreement"), by and between StationDigital Corporation, a Nevada corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2014 • Stationdigital Corp • Retail-miscellaneous retail • Delaware
THIS EMPLOYMENT AGREEMENT, dated effective as of this 10th day of June, 2014 (“Employment Date”), between STATIONDIGITAL CORPORATION, a Delaware corporation ("Company"), and Louis Raymond Rossi ("Employee") and does not take effect until Timothy Roberts voluntarily resigns as Chief Executive Officer of the Company.
Securities Purchase AgreementSecurities Purchase Agreement • July 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of July 24, 2015, is entered into by and between StationDigital Corporation, a Delaware corporation (“Company”), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SECURITY AGREEMENT (ALL ASSETS)Security Agreement • June 8th, 2015 • Stationdigital Corp • Retail-miscellaneous retail • Missouri
This SECURITY AGREEMENT (this "Agreement") is made as of the 1st day of May, 2015 by Station Digital Corporation., a Delaware corporation (the "Grantor"), in favor of Edward Storm (together with his successors and assigns, the "Lender").
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • April 28th, 2014 • Alarming Devices, Inc. • Retail-miscellaneous retail • Nevada
This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of April 23, 2014 by and among ALARMING DEVICES, INC., a Nevada corporation (“ADI”) and STATIONDIGITAL CORPORATION a Delaware corporation (“StationDigital”). ADI and StationDigital are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”
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.
