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”).
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).
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2013 • Rackwise, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 19th, 2013 • 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 Navesink RACK, LLC (hereinafter referred to as “Navesink” or the “Company”), a Delaware limited liability company, to act as the exclusive placement agent of its Class B LLC Membership Interests (the “Membership Interests”) in Navesink (“Navesink Offering”). Navesink was formed for the express and limited purpose to purchase the RACK Units (as defined below) in the Rackwise Offering (as defined below). The Navesink Offering will be made on a best efforts basis until the Navesink Offering expires May 31, 2013, which date may be extended at the discretion of Navesink and the Placement Agent for an additional 90 days (the last date of the Navesink Offering shall be referred to as the “Termination Date”
