REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2007 • Visual Management Systems Inc • Metal mining
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2007, between Visual Management Systems, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT VISUAL MANAGEMENT SYSTEMS, INC.Security Agreement • December 5th, 2007 • Visual Management Systems Inc • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visual Management Systems, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
June 11, 2007Lock-Up Agreement • July 23rd, 2007 • Visual Management Systems Inc • Metal mining
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2007 • Visual Management Systems Inc • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2007 between Visual Management Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and among WILDON PRODUCTIONS INC., VMS ACQUISITION CORP. and VISUAL MANAGEMENT SYSTEMS HOLDING, INC. JUNE 15, 2007 TABLE OF CONTENTSMerger Agreement • June 18th, 2007 • Wildon Productions Inc • Metal mining • New Jersey
ORIGINAL ISSUE DISCOUNT 5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 30, 2010Convertible Security Agreement • December 5th, 2007 • Visual Management Systems Inc • Metal mining • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 5% Senior Secured Convertible Debentures of Visual Management Systems, Inc., a Nevada corporation, (the “Company”), having its principal place of business at _____________________________, designated as its Original Issue Discount 5% Senior Secured Convertible Debenture due May 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • December 5th, 2007 • Visual Management Systems Inc • Metal mining • New York
This SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), is among Visual Management Systems, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount 5% Senior Secured Convertible Debentures due May 30, 2010 and issued on November 30, 2007 in the original aggregate principal amount of $3,750,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 5th, 2007 • Visual Management Systems Inc • Metal mining • New York
SUBSIDIARY GUARANTEE, dated as of November 30, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Visual Management Systems, Inc., a Nevada corporation (the “Company”) and the Purchasers.
MINERAL PROPERTY PURCHASE AGREEMENT THIS AGREEMENT dated for reference June 24, 2005. BETWEEN: DAVID HEYMAN, at 6964A 224th Street, Langley, BC, V2Y 2K5; (the "Vendor")Mineral Property Purchase Agreement • May 9th, 2006 • Wildon Productions Inc • British Columbia
EXHIBIT 10.2 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 23rd, 2007 • Visual Management Systems Inc • Metal mining • Florida
VISUAL MANAGEMENT SYSTEMS EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 18th, 2008 • Visual Management Systems Inc • Metal mining • New Jersey
This Employment Agreement (the “Agreement”) is entered into as of this ___ day of May, 2008, by and between VISUAL MANAGEMENT SYSTEMS, INC., a Nevada corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and J.D. Gardner (the “Executive”), an individual residing at 109 Beagle Dr. Manalapan, NJ 07726. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.
ContractConvertible Note • August 19th, 2009 • Visual Management Systems Inc • Communications equipment, nec • Florida
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED
January 31, 2008Binding Letter of Intent • February 4th, 2008 • Visual Management Systems Inc • Metal mining
Jay Edmond Russ Chief Executive Officer Intelligent Digital Systems, LLC 543 Broadway Massapequa, New York 11758 Sent Via Electronic and Regular Mail Re: Binding Letter of Intent Dear Mr. Russ: This Letter of Intent (“LOI”) sets forth the binding agreement by and among Visual Management Systems, Inc., a Nevada Corporation (“VMS”), and Intelligent Digital Systems, LLC (“IDS”), a Delaware Limited Liability Company, (hereinafter collectively referred to as the “Parties” and individually as a “Party”) relating to the purchase of substantially all the assets of IDS, on the following terms and conditions. It is agreed that this letter constitutes an agreement and is legally binding on the Parties. The Parties agree that IDS shall sell substantially all of its assets to VMS, including all of its inventory, equipment, proprietary digital video recording technology including software source code and information as to compatible hardware, and good will and other intangible assets including trade
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2008 • Visual Management Systems Inc • Metal mining • New York
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 2nd day of April, 2008, by and between Visual Management Systems, Inc. a Nevada corporation, with an address of 1000 Industrial Way North Suite C, Toms River, NJ 08755 (“VMS”), Intelligent Digital Systems, LLC, a Delaware limited liability company, with an address of 543 Broadway, Massapequa, New York 11758, (“IDS”), IDS Patent Holding LLC, a New York limited liability company with an address of 543 Broadway, Massapequa, New York 11758 (“IPH”) and, solely with respect to Section 9 of this Agreement, Jay Russ, an individual maintaining a business address at 543 Broadway, Massapequa, New York 11758 (the “Member”).
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • August 29th, 2008 • Visual Management Systems Inc • Metal mining
THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”) dated as of August 28, 2008, is entered into among Visual Management Systems, Inc, a Nevada corporation (the “Company”) and the holders of the Company’s Original Issue Discount 5% Senior Secured Convertible Debentures (individually, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Debentures (each as defined below).
OPERATING AGREEMENT OF IDS PATENT HOLDING, LLCOperating Agreement • April 8th, 2008 • Visual Management Systems Inc • Metal mining • New York
This Operating Agreement (“Agreement”), effective this 2nd day of April, 2008, is among IDS Patent Holding, LLC, a New York limited liability company (the “Company”), and the Members of the Company set forth on Schedule 2.3.
Registration Rights AgreementRegistration Rights Agreement • April 8th, 2008 • Visual Management Systems Inc • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of April 2, 2008 (the "Effective Date"), by and among Visual Management Systems, Inc., a Nevada corporation, with a principal place of business at 1000 Industrial Way North Suite C, Toms River, NJ 08755 (the "Company"), and Intelligent Digital Systems, LLC, a Delaware limited liability company (the “Holder”).
INTELLIGENT PRODUCT DEVELOPMENT GROUP AUTHORIZED MASTER DISTRIBUTOR AGREEMENTMaster Distributor Agreement • April 23rd, 2010 • Visual Management Systems Inc • Communications equipment, nec • New Jersey
This Master Distributor Agreement dated as of March 4, 2010 (the “Agreement” and the “Execution Date” respectively), is by and between INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC, a New Jersey limited liability company (“IPDG”), having its principal place of business at 1000 Industrial Way North, Suite C, Toms River, NJ 08755, and VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC, a Louisiana limited liability company (“Distributor”), having its principal place of business at 201 Bowie Bend Rd, Lafayette, 70508.
AMENDMENT TO MASTER DISTRIBUTOR AGREEMENTMaster Distributor Agreement • April 23rd, 2010 • Visual Management Systems Inc • Communications equipment, nec • Louisiana
This Amendment to Master Distributor Agreement dated as of April 16, 2010 (the “Amendment” and the “Execution Date” respectively), is by and between INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC, a New Jersey limited liability company (“IPDG”), having its principal place of business at 1000 Industrial Way North, Suite C, Toms River, NJ 08755, and VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC, a Louisiana limited liability company (“Distributor”), having its principal place of business at 201 Bowie Bend Rd, Lafayette, 70508.
EXCLUSIVE PATENT AND TRADE SECRET LICENSE AGREEMENTExclusive Patent and Trade Secret License Agreement • April 8th, 2008 • Visual Management Systems Inc • Metal mining
This Exclusive Patent and Trade Secret License Agreement (this “Agreement”) is made effective as of April 2, 2008 by and between: Visual Management Systems, Inc, a Nevada corporation ("Licensee"), having its principal place of business at 1000 Industrial Way North Suite C, Toms River, NJ 08755; and IDS Patent Holding, LLC, a New York limited liability company ("the Licensor"), with a principal place of business at 543 Broadway, Massapequa, New York 11758 (each individually a “Party” to this Agreement or jointly the “Parties”).
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • August 19th, 2009 • Visual Management Systems Inc • Communications equipment, nec
THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”) dated as of August ___, 2009, is entered into among Visual Management Systems, Inc, a Nevada corporation (the “Company”) and the holders of the Company’s Original Issue Discount 5% Senior Secured Convertible Debentures (individually, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Debentures (each as defined below).
CONFIDENTIAL Visual Management SystemsPlacement Agent Agreement • April 16th, 2008 • Visual Management Systems Inc • Metal mining
This letter agreement (this "Agreement") confirms the engagement by Visual Management Systems, a New Jersey corporation ("VMS" or the "Company"), of Kuhns Brothers, Inc., including Kuhns Brothers Securities Corporation, its broker/dealer subsidiary and Kuhns Bros. & Co., Inc., its financial advisory subsidiary (altogether, "KUHNS BROTHERS") as placement agent to arrange the sale of the Company's senior debt, bridge debt financing, equity or equity-linked securities including convertible debt, convertible preferred, or common stock and warrants exercisable into shares of common stock (collectively, the "Securities") on behalf of the Company. The sale of Securities may occur through a series of one or more private placements (the "Financing" or "Financings") pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and in compliance with applicable securities laws of states and other jurisdictions ("Blue Sky Laws").
Consulting AgreementConsulting Agreement • April 8th, 2008 • Visual Management Systems Inc • Metal mining • New York
This Consulting Agreement (the "Agreement") is entered into as of this 2nd day of April, 2008, by and between Visual Management Systems, Inc., a Nevada corporation, with its principal place of business at 1000 Industrial Way North Suite C, Toms River, NJ 08755 (the “Company”) and Jay Edmond Russ, an individual ("Consultant").
