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.Visual Management Systems Inc • December 5th, 2007 • 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).
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”).
ORIGINAL ISSUE DISCOUNT 5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 30, 2010Visual Management Systems Inc • December 5th, 2007 • 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.
COMMON STOCK PURCHASE WARRANT VISUAL MANAGEMENT SYSTEMS, INC.Visual Management Systems Inc • December 5th, 2007 • 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).
