REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________, 2011 (the “Effective Date”) between Visual Network Design, Inc. (f/k/a Cahaba Pharmaceuticals, 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 • September 27th, 2011 • Visual Network Design, 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 Visual Network Design, 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 units (“Units”) of securities of the Company. The Company will acquire by reverse triangular merger the business of Visual Network Design, Inc. DBA Rackwise (“Rackwise”) a Delaware corporation, and continue Rackwise’s existing operations as the Company (the “Merger”).
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”).
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").
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:
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”).
VISUAL NETWORK DESIGN, INC. Cape Coral, FL 33993 SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
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.”
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”).
LOCK-UP AGREEMENTLock-Up Agreement • September 27th, 2011 • Visual Network Design, Inc. • Services-prepackaged software • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of __________, 2011, by and between the undersigned person or entity (the “Restricted Holder”) and Visual Network Design, Inc., a Nevada corporation formerly known as Cahaba Pharmaceuticals, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
