EXHIBIT 10.23



 


 


 


November
25, 2013


 


Barbara Crofts


Via:
BCrofts@alldigital.com


 


Barbara:


 


All
Digital Holdings, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer (and Controller)
for the Company. We would like you to begin your employment with the Company no later than Monday,
November 25, 2013 at 9:30 AM. You will report directly to Paul Summers, Chief Executive Officer and Board Chair.


 


Primary
Functions & Responsibilities


 


		●	Oversee
                                         the entire spectrum of accounting and finance functions and activities including AR,
                                         AP, Payroll and other journal
                                         entries schedules and all related analysis and reporting, including monthly, quarterly
                                         and annual closings.
	 	 	 
		●	Create
                                         and direct processes and systems necessary to maintain proper record keeping to ensure
                                         adequate organizational
                                         and accounting controls and services.
	 	 	 
		●	Perform
                                         financial and budgetary analysis, and prepare all schedules and reconciliations, including
                                         monthly account
                                         analysis, bank reconciliations, quarterly reviews and annual audits and tax schedules.
	 	 	 
		●	Lead
                                         all other treasury, budgeting, audit, tax, accounting, cash management and financial
                                         analysis and reporting activities, including weekly cash-flow reports, P&Ls, forecasts,
                                         and quarterly, annual and miscellaneous SEC reports in concert with Company auditors
                                         and attorneys.
	 	 	 
		●	Assist
                                         in developing project P&Ls and in performing due diligence on potential acquisitions.
	 	 	 
		●	Perform
                                         other duties as assigned, including special projects, risk analysis, financial modeling
                                         and executing related strategies.



 


Base
Compensation


 


You
will be a paid a salary of $144,000 per annum, payable in semi-monthly installments. Your compensation is subject to normal withholdings
applicable by law.


 


Stock
Options


 


You
will also be granted 250,000
stock options to purchase shares of the Company’s common stock as set forth in the Company’s Amended and Restated
2011 Stock Incentive Plan (the “Plan”). The exercise price for the stock options
shall be based upon the price per share effective at the close of business on the date you commence your employment with the Company,
and shall be subject to the execution of a definitive option agreement. Twenty-five percent (25%) of your options will
vest on the first anniversary of the date of your grant, and then they will vest at the rate of 1/36 each month thereafter until
fully vested, subject to your continuing to be an employee in good standing with the Company
on such date, and in accordance with the other terms and conditions set forth in your definitive option agreement.


 




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Miscellaneous


 


		1.	Employment
                                         Offer Contingencies. You will be required, as a condition of your employment with
                                         the Company, to: (a) successfully complete a background
                                         check and professional reference checks; (b) sign the Company’s Confidentiality,
                                         Proprietary Information and Invention Assignment Agreement: (c) sign the Company’s
                                         PCI Compliance Security Acknowledgement, (d) provide legal proof of your identity and
                                         authorization to work in the United States, as required by law, (e) if applicable,
                                         obtain a written consent (i.e., release) from your
                                         current partner / employer to join AllDigital in the form of the Company’s standard
                                         Release Agreement, and (f) other documentation
                                         required in connection with your employment. All of the foregoing
                                         documents will be provided in advance and you will have ample time to review them. However,
                                         they must be completed no later than your first day of employment with the Company.
                                         Upon your arrival, we will also provide you a copy
                                         of the Company’s Employee Handbook that will require your review and written acknowledgement
                                         within 30 days of your beginning employment with the Company.
	 	 	 
		2.	Introductory
                                         Period. Your first 90 days will be an Introductory Period. Completion of the Introductory
                                         Period does not guarantee continued employment
                                         for any specified period of time.
	 	 	 
		3.	At
                                         Will Employment. Your employment with the Company will be “at will,”
                                         meaning that either you or the Company
                                         will be
                                         entitled to terminate your employment at any time and for any reason, with or without
                                         cause, though preferably with a two-week
                                         notice. Any contrary representations that may have been made to you
                                         are superseded by this offer. This is the full and complete agreement between you and
                                         the Company on this term. Although your job duties, title, compensation and benefits,
                                         as well as the Company’s personnel policies and procedures, may change from time
                                         to time, the “at will” nature
                                         of your employment may only be changed in an express written agreement signed
                                         by you and a duly authorized officer of the Company.
	 	 	 
		4.	Outside
                                         Activities. While you render services to the Company, you also will not assist any
                                         person or organization in competing with the Company,
                                         in preparing to compete with the Company or in hiring any employees of the Company.
	 	 	 
		5.	Health
                                         Insurance: You will have an opportunity to participate in our healthcare plan that
                                         is optional and currently
                                         not subsidized by the Company.
	 	 	 
		6.	Vacation:
                                         You will be granted vacation and sick leave, plus company holidays, in accordance with
                                         the Paid Time Off (“PTO”)
                                         and Holiday policies set forth in the Company’s Employee Handbook, except that
                                         you shall be eligible for 60 hours of PTO after completing six months of employment,
                                         and shall accrue 120 hours annually.
	 	 	 
	 	7.	Arbitration.



 


(a)
You and the Company agree, that any dispute or claim (except in
connection with the Company’s pursuit of injunctive relief
pursuant to the Company’s standard Work for Hire Agreement) relating to (i)
this letter, including the enforcement, interpretation, construction, performance or breach thereof, or (ii) your employment
or the termination of your employment, shall be resolved exclusively by binding arbitration
to be held in Los Angeles County, California, in accordance with this Paragraph 7. This arbitration clause constitutes
a waiver of your right and the Company’s right to a jury trial and to the resolution of any covered dispute or claim in
a court of law and applies to all disputes and claims relating to any aspect of the employer/employee relationship, including,
but not limited to, claims for wrongful discharge; employment discrimination; negligent or intentional infliction of emotional
distress; negligent or intentional misrepresentation; claims for violation of any federal, state or municipal statute,
including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards
Act, the California Fair Employment and Housing Act, and Labor Code Section 201, et seq.;


 


(b)
The arbitration provided for herein shall
be before a single neutral arbitrator selected by you and the Company.
If you and the Company are unable to agree on a single neutral arbitrator, the arbitrator shall be selected in accordance with
the rules of JAMS, an independent dispute resolution service (or another dispute resolution service
to which the Company and you shall agree). The arbitration and discovery shall be conducted under the employment rules
of JAMS then in effect (or of such other dispute resolution service) and in accordance with Title 9 of the California Code of
Civil Procedure, Sections 1280, et seq. and any other procedures established for arbitration in the laws of the State of California.
You and the Company shall bear your own fees and costs in connection with the arbitration, except in the case of the fees payable
to the neutral arbitrator, which shall be paid by the Company. The arbitrator shall have
the power to enter any award that could be entered by a judge of a trial court of the State of California (including injunctive
and equitable relief), and only such power, and shall follow the law. The arbitrator shall not have the power to commit errors
of law or reasoning, and the award may be vacated or corrected
on appeal to a court of competent jurisdiction. Any such appeal shall be filed within 60 days after the date of the award.
You and the Company agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in
any court having jurisdiction thereof.


 




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(c)
The arbitration and all proceedings, discovery and any arbitration award are confidential. Neither you nor the Company, nor the
arbitrator, shall disclose any information obtained during the course of the arbitration to any person or entity that is not a
party to the arbitration unless permitted by law. You agree that the provisions of this Paragraph 7 will survive termination of
your employment.


 


		8.	Entire
                                         Agreement. This letter, the Company’s Confidentiality, Proprietary Information
                                         and Invention Assignment, the PCI Compliance Security
                                         Acknowledgement, and the Company’s Employee Handbook, as may be amended
                                         from time to time, the Company’s policies and procedures that may be used, and
                                         any Exhibits attached hereto, contain all of the
                                         terms of your employment with the Company and supersede any prior
                                         understandings or agreements, whether oral or written, between you and the Company.
	 	 	 
		9.	Amendment
                                         and Governing Law. This letter may not be amended or modified except by an express
                                         written agreement signed
                                         by you and a duly authorized officer of the Company. The terms of this letter and the
                                         resolution of any disputes will be governed by California law.
	 	 	 
		10.	Acceptance.
                                         Please sign below to indicate acceptance of this employment offer that remains valid
                                         until November 25, 2013.



 


We
believe that you have a substantial contribution to make to the Company, and we are very excited about our future as well as your
enthusiasm about joining our team. We look forward to working with you to create a successful organization and we are confident
that your employment with AlIDigital will prove mutually beneficial. If you have any questions, please call me at 949-250-0701.


 


	Very
    truly yours,	 
	 	 	 
	ALLDIGITAL
    HOLDINGS, INC.	 
	 	 	 
	By:	/s/
    Paul Summers	 
	 	Paul
    Summers,	 
	 	Chairman
    & CEO	 


 


	I
    HAVE READ AND ACCEPT THIS EMPLOYMENT OFFER:	 
	 	 
	/s/
    Barbara Crofts	 
	Barbara
    Crofts	 
	 	 
	Dated:
    November 25, 2013	 


 








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