ADGL / AllDigital Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ADGL / AllDigital Holdings, Inc. / ACT Capital Management, LLLP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* AllDigital Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 01677T106 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

AllDigital Holdings FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 333-141676 ALLDIGITAL HOLDINGS, INC. (Exact name of registrant as specified

AllDigital Holdings POST-EFFECTIVE AMENDMENT TO FORM S-8

As filed with the Securities and Exchange Commission on March 29, 2016 Registration No.

AllDigital Holdings POST-EFFECTIVE AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on March 29, 2016 Registration No.

ADGL / AllDigital Holdings, Inc. / ACT Capital Management, LLLP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AllDigital Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 01677T106 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

AllDigital Holdings (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-141676 ALL

AMENDMENT AND EXCHANGE AGREEMENT

EX-10.1 2 ex10-1.htm AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”), dated as of July 31, 2015, is made by and among AllDigital Holdings, Inc., a Delaware corporation (the “Company”) and the investors constituting the holders of at least a majority in principal amount (“Majority in Interest”) of the Company’s 5% Senior Secured Convertible Note due December

AMENDED AND RESTATED SECURITY AGREEMENT

EX-10.3 4 ex10-3.htm AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), is among AllDigital Holding, Inc., a Nevada Corporation (the “Company”), the Existing Secured Parties (as defined below), holders of the New Notes (as defined below), each a signatory hereto, their endorsees, transferees and assigns (collectively, the “New Secured Parties”)

5% SENIOR SECURED CONVERTIBLE NOTE

EX-10.2 3 ex10-2.htm NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OR CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED, CONVERTED, OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED (EACH A “TRANSF

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-141676 20-5354797 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2015 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-141676 20-5354797 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2015 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State or Other Jurisdiction of Incorporation) 333-141676 (Commission File Number) 20

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 30, 2015 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organizat

Industry Veterans Join AllDigital Board of Directors

EX-99.1 2 ex99-1.htm Industry Veterans Join AllDigital Board of Directors Philip N. Kaplan and Leonard Wanger Bring Deep Operations and Technology Growth Experience IRVINE, CA—April 30, 2015 (GLOBE NEWSWIRE) — AllDigital Holdings, Inc. (“AllDigital”) (ADGL) is pleased to announce the addition of two new board members, with industry veteran Philip N. Kaplan joining as board chairman, and hedge fund

AllDigital Holdings 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File No. 333-141676 CUSIP No. 01677T106 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 10, 2015 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of Commission IRS

ADGL / AllDigital Holdings, Inc. / ACT Capital Management, LLLP - SC 13G/A Passive Investment

SC 13G/A 1 a15-39921sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AllDigital Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 01677T106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

ASSET PURCHASE AGREEMENT dated as of October 17, 2014, by and among ALLDIGITAL HOLDINGS, INC. as Purchaser, BREVITY VENTURES INC. as Seller. TABLE OF CONTENTS

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT dated as of October 17, 2014, by and among ALLDIGITAL HOLDINGS, INC. as Purchaser, and BREVITY VENTURES INC. as Seller. TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Rules of Construction 6 Article II PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES 6 2.1 Purchase and Sale of Assets 6 2.2 Excluded Assets 7 2.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 16, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation o

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 28, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdicti

Other Events, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 16, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of Commission IRS Empl

IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER

EXHIBIT 99.1 JOHN HENRICHS, CSB# 140205 STEPHANIE M. LEVY, CSB# 198764 HENRICHS LAW FIRM, P.C. 3250 Wilshire Blvd., Ste. 2000 Los Angeles, California 90010 Telephone: (213)637-0500 Facsimile: (213) 637-0503 Attorneys for Plaintiff AllDigital Holdings, Inc. IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF ORANGE - CENTRAL JUSTICE CENTER ALLDIGITAL HOLDINGS, INC., a Nevada c

AllDigital Holdings ANNUAL REPORT (Annual Report)

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 333-141676 ALLDIGITAL HO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 12, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organi

ADGL / AllDigital Holdings, Inc. / HARRIS DONALD A - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 AllDigital Holdings, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 01677T106 (CUSIP Number) November 4, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

ADGL / AllDigital Holdings, Inc. / ACT Capital Management, LLLP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AllDigital Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 01677T106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

ADGL / AllDigital Holdings, Inc. / LINOS MICHAEL F - SCHEDULE 13D Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AllDigital Holdings, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 01677T106 (CUSIP Number) Michael F. Linos 220 Technology Drive, Suite 100 Irvine, California 92618 (949) 250-7340 With a copy to: Larry A

ADGL / AllDigital Holdings, Inc. / Napoleon Timothy David - AMENDMENT TO SCHEDULE 13D Activist Investment

SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AllDigital Holdings, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 01677T106 (CUSIP Number) Timothy D. Napoleon 220 Technology Drive, Suite 100 Irvine, California 92618 (949) 250-7340 With a copy to: L

ADGL / AllDigital Holdings, Inc. / SMITH STEPHEN JAMES - AMENDMENT TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AllDigital Holdings, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 01677T106 (CUSIP Number) Stephen J. Smith 220 Technology Drive, Suite 100 Irvine, California 92618 (949) 250-7340 With a copy to: Larry A. Cerutti, E

EMPLOYMENT AGREEMENT MICHAEL LINOS

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT MICHAEL LINOS THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2014 (the “Effective Date”), by and between AllDigital, Inc., a California corporation (the “Company”), and Michael Linos (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agree as follows:

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 27, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organiz

January 7

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 January 7th, 2014 Brad Eisenstein 12 Warmspring Irvine, CA 92614 Via: [email protected] Brad: AllDigital Holdings, Inc. (the “Company”) is pleased to offer you the position of Chief Operating Officer for the Company. Your employment will become effective January 7, 2014. You will report directly to Paul Summers, Chief Executive Officer and Board Chair. Primary

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 7, 2014 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organiza

AllDigital Announces Hiring of Chief Operating Officer and Ultra Low Latency (“ULL”) Strategic Initiative

EX-99.1 3 ex99-1.htm EXHIBIT 99.1 AllDigital Announces Hiring of Chief Operating Officer and Ultra Low Latency (“ULL”) Strategic Initiative January 8th, 2014 Irvine, CA AllDigital (OTCBB: ADGL), recently recognized as one of Streaming Media Magazine’s “Streaming Media 100,” which honors the most innovative and influential companies in the online video industry, has announced the addition of a new

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 2, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organiz

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This THIRD TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of August 26, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) wit

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 26, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of Commission IRS E

ESCROW AND CONTRIBUTION AGREEMENT

EX-10.3 5 ex10-3.htm EXHIBIT 10.3 ESCROW AND CONTRIBUTION AGREEMENT THIS ESCROW AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of June, 2013, by and among ALLDIGITAL HOLDINGS, INC. a Nevada corporation (the “Company”), the STEPHEN JAMES SMITH TRUST (Dated 10/24/02), a trust (“Smith”), TIMOTHY NAPOLEON, an individual (“Napoleon,” and together with Smith, t

AMENDED AND RESTATED ALLDIGITAL HOLDINGS, INC. ARTICLE I

EX-3.1 2 ex3-1.htm EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF ALLDIGITAL HOLDINGS, INC. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office shall be at such location in Nevada as designated by the Board of Directors. Section 1.2 Location of Offices. The corporation may maintain such offices within or without the state of Nevada as the board of directors may from time to time des

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 30, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreeme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 28, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or o

ALLDIGITAL AMENDED AND RESTATED EMPLOYMENT AGREEMENT

ALLDIGITAL AMENDED AND RESTATED EMPLOYMENT AGREEMENT JOHNWALPUCK THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2013 (the “Effective Date”), by and between AllDigital, Inc.

ALLDIGITAL EMPLOYMENT AGREEMENT KON WILMS

Exhibit 10.2 ALLDIGITAL EMPLOYMENT AGREEMENT KON WILMS THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2013 (the “Effective Date”), by and between AllDigital, Inc., a California corporation (the “Company”), and Kon Wilms (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agree as follows: 1. Employment Offer C

ALLDIGITAL AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5 ALLDIGITAL AMENDED AND RESTATED EMPLOYMENT AGREEMENT [Name] THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 28, 2013 (the “Effective Date”), by and between AllDigital, Inc., a California corporation (the “Company”), and [Name] (“Employee”). In consideration of the mutual covenants set forth below, the Company and Employee hereby agr

Entry into a Material Definitive Agreement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organizati

Other Events - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or o

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 6, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorporation or organiz

AllDigital Holdings plus Broadcast International: Merger FAQ

EX-99.2 7 ex99-2.htm Exhibit 99.2 AllDigital Holdings plus Broadcast International: Merger FAQ We are pleased to announce today, January 7th, 2013, our entry into a merger agreement to combine AllDigital Holdings and Broadcast International. The two companies will begin to immediately work together on a strategic level over the next several months under interim professional services and reseller a

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BROADCAST INTERNATIONAL, INC., ALTA ACQUISITION CORPORATION ALLDIGITAL HOLDINGS, INC. Dated as of January 6, 2013 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BROADCAST INTERNATIONAL, INC., ALTA ACQUISITION CORPORATION and ALLDIGITAL HOLDINGS, INC. Dated as of January 6, 2013 TABLE OF CONTENTS ARTICLE 1. DESCRIPTION OF TRANSACTION 1.1 Merger of Merger Sub with and into the Company 5 1.2 Effects of the Merger 5 1.3 Closing; Effective Time 5 1.4 Certificate of Incorpor

PROFESSIONAL SERVICES AGREEMENT

Exhibit 10.3 PROFESSIONAL SERVICES AGREEMENT 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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 6, 2013 AllDigital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-141676 20-5354797 (State or other jurisdiction of incorpor

VOTING AGREEMENT

Exhibit 10.2 VOTING AGREEMENT 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., aUtah corporation (“Parent”). RECITALS WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent and Alta A

VOTING AGREEMENT

Exhibit 10.1 VOTING AGREEMENT 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., aNevada corporation (the “Company”). RECITALS WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent and Alta A

AllDigital Holdings and Broadcast International agree to merge, paving the way for a revolution in digital broadcasting.

EX-99.1 6 ex99-1.htm Exhibit 99.1 AllDigital Holdings and Broadcast International agree to merge, paving the way for a revolution in digital broadcasting. IRVINE, CA—January 7th, 2013 - AllDigital Holdings, Inc. (OTCBB: ADGL) and Broadcast International, Inc. (OTCBB: BCST) have announced today that they have entered into a definitive agreement to merge in an all-stock transaction. Under the terms

-

CORRESP AllDigital Holdings, Inc. 220 Technology Drive Suite 100 Irvine, CA 92618 FILED AS EDGAR CORRESPONDENCE November 5, 2012 Ta Tanisha Meadows, Staff Accountant U.S. Securities and Exchange Commission Division of Corporation Finance Re: AllDigital Holdings, Inc. (the “Company”) Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 File No. 333-141676 Dear Ms. Meadows: We have

AllDIGITAL HOLDINGS, INC. Amended and Restated 2011 STOCK INCENTIVE PLAN

AllDIGITAL HOLDINGS, INC. Amended and Restated 2011 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this Amended and Restated 2011 Incentive Stock Plan (the “Plan”) is to enable AllDigital Holdings, Inc. (the "Company") to attract and retain the services of (i) selected employees, officers and directors of the Company or any parent or subsidiary of the Company and (ii) selected nonemployee agents,

- REGISTRATION STATEMENT

Form S-8 As filed with the Securities and Exchange Commission on February 6, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.