SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2009 • MIB Digital, Inc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2012 • Rackwise, Inc. • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________, 2011 between Rackwise, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
This SPLIT-OFF AGREEMENT, dated as of September 21, 2011 (this “Agreement”), is entered into by and among Visual Network Design, Inc. (formerly known as Cahaba Pharmaceuticals, Inc.), a Nevada corporation (“Seller”), VNDI Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Scott Hughes (“Buyer”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 16th, 2013 • Rackwise, Inc. • Services-prepackaged software • New York
This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Rackwise, Inc., a publicly traded Nevada corporation, (hereinafter referred to as the “Company”), to act as a non-exclusive Placement Agent in connection with the private placement (the “Offering”) of the units (the “Units”) of securities of the Company.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 19th, 2013 • Rackwise, Inc. • Services-prepackaged software • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the limited liability company and the corporation identified on Schedule 1 (collectively, the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
This Escrow Agreement (this “Agreement”) is entered into as of September 21, 2011 by and among Visual Network Design, Inc., formerly known as Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Parent”), Robert B. Ney (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
GUARANTYGuaranty • August 19th, 2013 • Rackwise, Inc. • Services-prepackaged software • New York
This Guaranty (the “Guaranty”) is made this 11th day of June, 2013, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees and transferees).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2011 • Cahaba Pharmaceuticals, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [__________], 2011, entered into by and among Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”),
SECURITY AGREEMENTSecurity Agreement • May 13th, 2014 • Rackwise, Inc. • Services-prepackaged software • Colorado
This SECURITY AGREEMENT (“Agreement”) is made and entered into as of May 7, 2014, by and among Rackwise, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), and the secured parties listed on the signature pages hereof.
PLEDGE AGREEMENTPledge Agreement • April 20th, 2011 • Cahaba Pharmaceuticals, Inc. • Services-prepackaged software • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of [_______] [__], 2011, is made by Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), each person and entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement (defined below) (the “Additional Pledgors”), in favor of Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to that certain Securities Purchase Agreement, dated as of [_______] [__], 2011 (the “Securities Purchase Agreement”),
SECURITY AGREEMENTSecurity Agreement • August 19th, 2013 • Rackwise, Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT (“Agreement”) is made and entered into as of June 11, 2013, by and among Rackwise, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), and the secured parties listed on the signature pages hereof.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 17th, 2012 • Rackwise, Inc. • Services-prepackaged software • New York
This Consulting Services Agreement ("Agreement"), dated as of November 25, 2011, is made by and between Navesink Capital Advisors, LLC, a Delaware limited liability company (“NCA”), whose address is 1200 Federal Highway, Suite 200, Boca Raton, FL 33432 and, Rackwise, Inc., a Nevada corporation (the “Company”), having its principal place of business at 101 California St. Suite 2450, San Francisco, CA 94111.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2013 • Rackwise, Inc. • Services-prepackaged software • New York
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the "Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the "Issuer"), the limited liability company identified on Schedule 1 (the "Depositor") and CSC Trust Company of Delaware, as escrow agent hereunder (the "Escrow Agent").
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • March 13th, 2014 • Rackwise, Inc. • Services-prepackaged software • New York
This Agreement (the “Agreement”) is made as of March 10, 2014 by and among Black Diamond Financial Group LLC, a limited liability company (“BDFG”), Navesink RACK, LLC, a Delaware limited liability corporation (“NAVRACK”), and Rackwise, Inc., a Nevada corporation (“RACK”). BDFG, NAVRACK and RACK are hereinafter referred to singly as a “Party” and collectively as the “Parties”. Capitalized terms not defined herein shall have the meaning given to them in the Term Sheet referenced below.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 11th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made this 5th day of August, 2011, by and among Visual Network Design, Inc., a Nevada corporation f/k/a Cahaba Pharmaceuticals, Inc. (“Assignor”), Navesink SPV 1, Inc., a Delaware corporation (“Assignee”), DataCom Systems, Incorporated, a Nevada corporation (“Sub Borrower”), Crystal Finance LLC (“Crystal”), Jack Bailey (“Bailey), Ken Anderson (“Anderson,” and together with Crystal and Bailey, the “Pledgors”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, “Collateral Agent”) for the holders (the “Buyers”) of the 10% Secured Convertible Promissory Notes of Assignor, due March 15, 2012 (“the CAHA Notes”).
San Francisco, CA 94111 SUBSCRIPTION AGREEMENTSubscription Agreement • January 17th, 2012 • Rackwise, Inc. • Services-prepackaged software • New York
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of September 21, 2011, is entered into by and among Visual Network Design, Inc. (formerly Cahaba Pharmaceuticals, Inc.), a Nevada corporation (“Seller”), VNDI Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Scott Hughes (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
PUBCO SECURITY AGREEMENTPubco Security Agreement • April 20th, 2011 • Cahaba Pharmaceuticals, Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the [____] day of [_____], 2011, by and among Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of [__________], 2011 (the “Securities Purchase Agreement”),
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2011, is entered into by and between Visual Network Design, Inc., a Nevada corporation (“VNDI”), and Rackwise, Inc., a Nevada corporation (“Rackwise”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2011 • Rackwise, Inc. • Services-prepackaged software • New York
This Consulting Agreement (“Agreement”), made as of this 1st day of October 2011, by and between Gottbetter Capital Markets, LLC (“Consultant” or “Markets”), a New York limited liability company, located at 488 Madison Avenue 12th Floor, New York, NY 10022 and Rackwise Inc. f/k/a Visual Network Design, Inc. (“Company”), a Delaware corporation, whose principal place of business is 101 California Street, Suite 2450, San Francisco, CA. 94111, (hereinafter collectively referred to as the “Parties”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • Pennsylvania
This Exchange Agent Agreement (the “Agreement”) is entered into as of this 21st day of September, 2011 by and between Visual Network Design, Inc, f/k/a Cahaba Pharmaceuticals, Inc., organized and existing under the laws of Nevada (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Ardmore, Pennsylvania (the “Exchange Agent”).
FINDER’S FEE AGREEMENTS Fee Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
THIS FINDER’S FEE AGREEMENT (this “Agreement”), made as of this 20th day of September 2011, by and between INVX Peru S.A.C., an asset management company in the country of Peru (hereinafter referred to as the “Finder”), and Visual Network Design, Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 13th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2011, is entered into by and between Cahaba Pharmaceuticals, Inc., a Nevada corporation (“CAHA”), and Visual Network Design, Inc., a Nevada corporation (“VNDI”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2012 • Rackwise, Inc. • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 30, 2011 is entered into by and between Guy A. Archbold (“Employee”) and Rackwise, Inc. (“Employer”).
VISUAL NETWORK DESIGN, INC. Cape Coral, FL 33993 SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • August 19th, 2013 • Rackwise, Inc. • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of June 11, 2013, among Greg Bloom, as collateral agent (the “Collateral Agent”), the parties identified on the signature pages hereto, as lenders (each, individually, a “Lender” and collectively, the “Lenders”), and Rackwise, Inc., a Nevada corporation, as borrower (the “Borrower”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2014 • Rackwise, Inc. • Services-prepackaged software • Colorado
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • January 17th, 2012 • Rackwise, Inc. • Services-prepackaged software • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
FORM OF AMENDMENT AND CONSENT AGREEMENTForm of Amendment and Consent Agreement • August 11th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
THIS AMENDMENT AND CONSENT AGREEMENT (this “Agreement”) is made this ____ day of __________, 2011, by and among Visual Network Design, Inc., a Nevada corporation f/k/a Cahaba Pharmaceuticals, Inc. (“Assignor”), Navesink SPV 1, Inc., a Delaware corporation (“Assignee”), and the undersigned Buyer (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2012 • Rackwise, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of _____________ ___, 2012, entered into by and among Rackwise, Inc., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively the “Buyers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 21, 2011, by and among Visual Network Design, Inc. (formerly known as Cahaba Pharmaceuticals, Inc.), a Nevada corporation (the “Parent”), VNDI Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Visual Network Design, Inc. dba Rackwise, a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
DATACOM SECURITY AGREEMENTDatacom Security Agreement • April 20th, 2011 • Cahaba Pharmaceuticals, Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the [____] day of [_______], 2011, by and among DataCom Systems, Incorporated, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of [_______] [__], 2011 (the “Securities Purchase Agreement”),
BRIDGE LOAN AGREEMENTBridge Loan Agreement • April 20th, 2011 • Cahaba Pharmaceuticals, Inc. • Services-prepackaged software • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this [___] day of [_______], 2011, by and among DataCom Systems, Incorporated, a Nevada corporation (“Borrower”), and Cahaba Pharmaceuticals, Inc., a Nevada corporation (“Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made this 21st day of September, 2011, by and between Visual Network Design, Inc. (d/b/a Rackwise), a Delaware corporation (“Assignor”), and Visual Network Design, Inc. (f/k/a Cahaba Pharmaceuticals, Inc.), a Nevada corporation (“Assignee”).
