AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BROADCAST INTERNATIONAL, INC., ALTA ACQUISITION CORPORATION andAgreement and Plan of Merger and Reorganization • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 6, 2013, by and among Broadcast International, Inc. a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT AND SETTLEMENT AGREEMENTAmendment and Settlement Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah
This Amendment and Settlement Agreement (this “Amendment”) is made and entered into this 6th day of January, 2013 (the Effective Date”) by and between the Broadcast International, Inc., a Utah Corporation (the “Company”), and Steve Jones (“Employee”).
VOTING AGREEMENTVoting Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah
THIS VOTING AGREEMENT (this "Agreement"), dated as of January 6, 2013, between the undersigned stockholders ("Stockholders") of AllDigital Holdings, Inc., a Nevada corporation (the "Company"), and Broadcast International, Inc., a Utah corporation ("Parent").
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • California
This Professional Services Agreement (“Agreement”), is entered into as of January 6, 2013 (the “Effective Date”) by and between AllDigital, Inc., a California Corporation with its principal place of business at 220 Technology Drive, Suite 100, Irvine, CA 92618 (“Company”) and Broadcast International, Inc., a Utah Corporation, with its principal place of business at 7050 Union Park Center #600, Salt Lake City, Utah 84047 (“Customer”).
VOTING AGREEMENTVoting Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah
THIS VOTING AGREEMENT (this "Agreement"), dated as of January 6, 2013, between the undersigned stockholders ("Stockholders") of Broadcast International, Inc., a Utah corporation ("Parent"), and AllDigital Holdings, Inc., a Nevada corporation (the "Company").
