EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 31, 2015, by and between Digi Outdoor Media, Inc., a Nevada corporation (the “Company”), whose business address is located at 35332 S.E. Center Street, Snoqualmie, WA 98065, and Don MacCord, an individual (“Employee”), whose address is _________________________________________.
CONFIDENTIAL MATERIALConfidential Material • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
This is a private offering under the securities laws. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities referred to herein (the “Securities”), or has reviewed, endorsed or passed upon the merits, accuracy or adequacy of this Note Purchase Agreement or any other related materials. Any representation to the contrary is a criminal offense.
CONSOLIDATED MERGER AGREEMENTConsolidated Merger Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
Placer Creek of Nevada, Inc., a Nevada corporation and wholly owned subsidiary of Placer Creek (the “Surviving Corporation”);
BRIDGE LOAN AGREEMENTBridge Loan Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
THIS BRIDGE LOAN AGREEMENT is made and entered into effective as of December 1, 2014, by and between Rapture Holdings LLC (the “Lender”), a Washington Limited Liability Company, and Digi Outdoor Media, Inc. (the “Borrower”), a Nevada Corporation.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
This Indemnification Agreement (this “Agreement”) is made as of __________ by and between Digi Outdoor Media, Inc., a Nevada corporation (the “Company”) and _________________ (“Indemnitee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge and Security Agreement”) is made and entered into this 1st day of December, 2014, by and between Digi Outdoor Media, Inc., a Nevada Corporation (“Debtor” or the “Company”), Donald E. MacCord, Jr., Shannon D. Doyle, and Dale Rasmussen (individually and collectively referred to as the “Digi Founders”), Rapture Holdings LLC, a Washington Limited Liability Company (“Rapture” or the "Secured Party"), and Fifth Avenue Law Group, PLLC (“Pledgeholder”).
August 20, 2013 DIGI Outdoor Media, Inc. 35332 SE Center Street Snoqualmie, WA 98065 Dear Sirs, Thank you for the opportunity to work with you and your company, DIGI Outdoor Media, Inc.Letter Agreement • February 13th, 2015 • Digi Outdoor Media Inc. • Colorado
This letter agreement (the “Agreement”) confirms that DIGI Outdoor Media, Inc. and its subsidiaries, affiliates and joint-venture entities (“Client”) has engaged Spencer Edwards, Inc. (“Spencer Edwards”) to act as its exclusive advisor to provide corporate finance and investment banking related advice in connection with a possible Transaction involving the Client, including, but not limited to, identifying potential third party Transaction partners acceptable to the Client (“Transaction Candidates” or “Candidates”), coordinating visits by and communication with such Transaction Candidates, performing financial analysis with respect to potential Transactions, and assisting the Client in structuring, planning and negotiating the terms of a potential Transaction (the “Engagement”).
CONFIDENTIAL MATERIALConfidential Material • February 13th, 2015 • Digi Outdoor Media Inc.
This is a private offering under the securities laws. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities referred to herein (the “Securities”), or has reviewed, endorsed or passed upon the merits, accuracy or adequacy of this Note Purchase Agreement or any other related materials. Any representation to the contrary is a criminal offense.
GUARANTYGuaranty • February 13th, 2015 • Digi Outdoor Media Inc. • Washington
THIS GUARANTY (“Guaranty”) is made and given this 1st day of December, 2014, by Donald E. MacCord, Jr., whose address is 35332 SE Center Street, Snoqualmie, WA 98065, Digi Holdings LLC, a Nevada Limited Liability Company whose address is 35332 SE Center Street, Snoqualmie, WA 98065, and Digi Outdoor LLC, a Nevada Limited Liability Company whose address is 35332 SE Center Street, Snoqualmie, WA 98065, (hereinafter, collectively, the “Digi Guarantors” or the “Guarantors”), to Rapture Holdings LLC, a Washington Limited Liability Company (the “Lender”), whose address is c/o Fifth Avenue Law Group PLLC, 701 Fifth Avenue, Suite 2800, Seattle, WA 98104.
FORM OF DIGITAL SIGN LEASE AGREEMENTMemorandum of Lease • February 13th, 2015 • Digi Outdoor Media Inc. • District of Columbia
THIS DIGITAL SIGN LEASE AGREEMENT (this “Agreement”) is made as of the _____day of ________, 20__ by and between ___________________, ___, a(n)__________________________ ("Lessor"), and DIGI OUTDOOR MEDIA, INC., a Nevada corporation ( “Lessee”).
