ContractGlobal Digital Solutions Inc • August 9th, 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 • August 9th, 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 • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Illinois
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”).
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”).
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”).
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
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”).
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”).
SECURITY AGREEMENTSecurity Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Illinois
SECOND BRIDGE LOAN MODIFICATION AND RATIFICATION AGREEMENTSecond Bridge Loan Modification and Ratification Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations
THIS SECOND BRIDGE LOAN MODIFICATION AND RATIFICATION AGREEMENT (this “Agreement”) is 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 (“Lender”).
GLOBAL DIGITAL SOLUTIONS, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations • Florida
This Indemnification Agreement, dated as of , 20__ (this “Agreement”), is made by and between Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), and (the “Indemnitee”).
