PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 6th, 2012 • Rackwise, Inc. • Services-prepackaged software • New York
This Placement Agency Agreement (“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” or “Rackwise”), to act as an exclusive Placement Agent in connection with the private placement (the “Offering”) of its bridge units (“Bridge Units”) consisting of Bridge Notes and Bridge Warrants of the Company as defined below.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 6th, 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”).
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”).
