EXHIBIT 10.1




 


SECURITIES PURCHASE AGREEMENT


 


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”).


 


WITNESSETH:


 


WHEREAS, the
Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration
pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation D”) and/or Regulation S (“Regulation
S”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended (the “Securities Act”);


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall sell to the Buyers, as provided
herein, and the Buyers shall purchase up to Two Million Five Hundred Thousand Dollars ($2,500,000) (“the “Maximum Amount”)
with the option to sell an additional Five Hundred Thousand Dollars ($500,000) of units (the “Bridge Units”) at a purchase
price of One Thousand Dollars ($1,000) (the “Purchase Price”) per Bridge Unit (the “Offering”). Each Bridge
Unit consists of: (i) an 8% Convertible Promissory Note of the Company with a term of twelve (12) months (each a “Note”,
and collectively the “Notes”) in denominations of One Thousand Dollars ($1,000), which, simultaneously upon the closing
of the Subsequent Offering (as defined below), shall automatically be converted into Units (as defined below) of the Company at
the conversion price per Unit equal to Sixty Five Percent (65%) of the Subsequent Offering Price (as defined below) (as converted,
the “Conversion Securities”); and (ii) Warrants of the Company (the “Bridge Warrants”) initially exercisable
to purchase a certain number of shares of common stock, $0.0001 par value per share (the “Common Stock”), at an exercise
price equal to the Bridge Warrant Exercise Price (as defined below), subject to adjustment (including an adjustment to One Hundred
Fifty Percent (150%) of the Subsequent Offering Price upon the closing date of any Subsequent Offering), for a period of three
(3) years from the closing date of the Subsequent Offering; and the total Purchase Price shall be allocated among the Buyer(s)
in the respective amounts set forth on the Buyer Counterpart Signature Page(s), affixed hereto (the “Subscription Amount”);


 


WHEREAS, all
of the total principal amount of the Notes, subject to the deduction of any and all applicable fees and expenses, shall be utilized
by the Company as general working capital; and


 


WHEREAS, after
the date hereof the Company intends to consummate a sale of its equity (or any convertible) securities first sold after
the date hereof yielding aggregate gross proceeds to the Company of greater than $4,000,000 (the “Subsequent Offering”).
“Subsequent Offering Price” means the price per share of common stock (or the conversion price of any security convertible
into common stock) of the Company comprising or included in the units (the “Units”) the Company sells in the Subsequent
Offering.


 


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer(s) hereby agree
as follows:


 


		1.	PURCHASE AND SALE OF NOTES.



 


(a)          Purchase
of Bridge Units. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees,
severally and not jointly, to purchase at Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally
and not jointly, at Closing, the Bridge Units for the Subscription Amounts set forth on the Buyer Counterpart Signature Page, attached
hereto as Annex A, of each Buyer affixed hereto. The Notes shall be substantially in the form attached as Exhibit A to this
Agreement. The Bridge Warrants shall be substantially in the form attached as Exhibit B to this Agreement. Upon Buyer’s
execution of this Agreement on the Buyer Counterpart Signature Page and Buyer’s completion of the Accredited Investor Certification,
the Investor Profile, the Anti-Money Laundering Information Form, in the form attached as Annex A to this Agreement, and any other
documents, agreements, supplements and additions thereto required by the Company (collectively, the “Subscription Documents”)
to be completed by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Counterpart Signature
Page, in same-day funds, in accordance with the instructions set forth immediately below, which Subscription Amount shall be held
in escrow pursuant to the terms of the Escrow Agreement, in the form attached as Exhibit C to this Agreement, and disbursed
in accordance therewith.


 



    	 



    	 



    

 


Wire Instructions


 


PNC Bank


300 Delaware Avenue


Wilmington DE 19899


ABA# 031100089


Account Name:  CSC Trust Company of Delaware


Account Number:  5605012373


FFC:  Rackwise, Inc.; 79-1741; [insert
Subscriber’s name]


 


(b)          Closing
Date. The initial closing of the purchase and sale of the Bridge Units (the “Closing”) shall take place as soon
as practicable following the satisfaction of the conditions to the Closing set forth herein. There may be multiple Closings until
such time as all the Bridge Units offered pursuant to this Agreement are sold, subject to over-allotment (the date of any such
Closing is hereinafter referred to as a “Closing Date”). The last of such Closings will occur on or before July 31,
2012, which date may be mutually extended by the Company and the Placement Agent in writing until August 31, 2012 (the “Termination
Date”). Each Closing shall occur on a Closing Date at the offices of Gottbetter & Partners, LLP, 488 Madison Avenue,
12th Floor, New York, New York 10022 (or such other place as is mutually agreed to by the Company and the Buyer(s)).


 


(c)          Escrow
Arrangements; Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Purchase Price shall be deposited
in a non-interest bearing escrow account with CSC Trust Company of Delaware, as escrow agent (the “Escrow Agent”),
pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the
Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the Purchase
Price for the Bridge Units to be issued and sold to the Buyer(s) on such Closing Date, and (ii) the Company shall, as soon thereafter
as is practicable, deliver directly to the Buyer(s), the Note and Bridge Warrants, duly executed on behalf of the Company.


 


(d)          The
Placement Agent (as defined below), a licensed broker dealer with the Financial Industry Regulatory Authority (“FINRA”),
has been engaged as the exclusive Placement Agent for the Offering on a best efforts basis pursuant to the terms of a placement
agency agreement (the “Placement Agency Agreement), dated as of June 22, 2012, entered into between the Company and the Placement
Agent. The Placement Agent together with other participating broker dealers, including sub-agents and/co-agents, if any, will be
paid a cash commission of up to Ten Percent (10%) of the funds raised in the Offering with respect to the Bridge Units sold to
clients of the Placement Agent (the “PA Clients”) and up to Five Percent (5%) of the funds raised in the Offering with
respect to the Bridge Units sold to Buyer(s) referred to by the Company (the “Company Investors”) (collectively, the
““Broker Cash Fee”), plus broker warrants identical in all material respects to the Bridge Warrants, to purchase
a number of shares of the Company’s Common Stock equal to Ten Percent (10%) of the number of Units into which the Notes are
converted with respect to the Bridge Units sold to the PA Clients, with an exercise price per share equal to the Exercise Price
(subject to automatic adjustments as provided therein) (the “Broker Warrants); provided that if the Notes are not converted
into Units per the terms of the Note (the “Note Conversion”), the Placement Agent shall receive the Broker Warrants
to purchase an aggregate number of shares of the Company’s Common Stock equal to Ten Percent (10%) for the PA Clients of
the number of shares of the Company’s Common Stock into which the Notes are voluntary converted under Section 1.02 of the
Note (the “Voluntary Note Conversion”), with an exercise price per share equal to the Exercise Price (subject to automatic
adjustments as provided therein); provided further that if the Note Conversion does not occur and (i) the Voluntary Note Conversion
does not occur, the Placement Agent shall receive the Broker Warrants to purchase an aggregate number of shares of the Company’s
Common Stock equal to Ten Percent (10%) for the PA Clients of the number of Warrant Shares, or (ii) partial Voluntary Note Conversion
occurs, the Placement Agent shall receive the Broker Warrants to purchase an aggregate number of shares of the Company’s
Common Stock equal to Ten Percent (10%) for the PA Clients of (A) of the number of shares of the Company’s Common Stock resulting
from the Voluntary Note Conversion and (B) the number of Warrant Shares with respect to the remaining balance of the Notes not
converted, all with an exercise price per share equal to the Exercise Price (subject to automatic adjustments as provided therein).
The Broker Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Brokers’ Fee”.


 



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(e)          The
Buyer understands and agrees that the Company, in its sole and absolute discretion, reserves the right to accept or reject this
or any other subscription for the Bridge Units, in whole or in part, notwithstanding prior receipt by the Buyer of notice of acceptance
of this subscription. If the subscription is rejected in whole or the Offering of Bridge Units is terminated, all funds received
from the Buyer will be returned without interest or offset, and this subscription shall thereafter be of no further force or effect.
If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest
or offset, and this subscription will continue in full force and effect to the extend this subscription was accepted.


 


		2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


Each Buyer represents
and warrants, severally and not jointly, as to such Buyer, that:


 


(a)          Investment
Purpose. Each Buyer is acquiring the Notes (and upon conversion of the Notes, if applicable, the Units; and upon conversion
or exercise of the Units, if applicable, the securities issuable upon conversion or exercise thereof (collectively, the “Unit
Securities”)), the Bridge Warrants and/or the shares of Common Stock issuable upon exercise of the Bridge Warrants (the “Warrant
Shares” and, together with the Notes, the Bridge Warrants, the Units and the Unit Securities, to the extent applicable, the
“Securities”)), for its own account for investment only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however,
that by making the representations herein, such Buyer reserves the right to dispose of the Securities at any time in accordance
with or pursuant to an effective registration statement covering the Securities, or an available exemption under the Securities
Act. The Buyer agrees not to sell, hypothecate or otherwise transfer the Buyer’s securities unless such securities are registered
under the federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an exemption
from such law is available.


 


(b)          Residence
of Buyer. Each Buyer resides in the jurisdiction set forth on the Buyer Counterpart Signature Page affixed hereto.


 


(c)          Non-US
Person. If a Buyer is not a person in the United States or a U.S. Person (as defined in Rule 902(k) of Regulation S) or is
not purchasing Securities on behalf of a person in the United States or a U.S. Person:


 


(i)          neither
the Buyer nor any disclosed principal is a U.S. Person nor are they subscribing for Securities for the account of a U.S. Person
or for resale in the United States and the Buyer confirms that the Securities have not been offered to the Buyer in the United
States and that this Agreement has not been signed in the United States;


 


(ii)         the
Buyer acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold in the
United States or to a U.S. Person unless the securities are registered under the Securities Act and all applicable state securities
laws or an exemption from such registration requirements is available, and further agrees that hedging transactions involving such
securities may not be conducted unless in compliance with the Securities Act;


 


(iii)        the
Buyer and if applicable, the disclosed principal for whom the Buyer is acting, understands that the Company is the seller of the
Securities and that, for purposes of Regulation S, a “distributor” is any underwriter, dealer or other person who participates
pursuant to a contractual arrangement in the distribution of securities sold in reliance on Regulation S and that an “affiliate”
is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with
any person in question. Except as otherwise permitted by Regulation S, the Buyer and if applicable, the disclosed principal for
whom the Buyer is acting, agrees that it will not, during a one year distribution compliance period, act as a distributor, either
directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. Person;


 


(iv)        the
Buyer and if applicable, the disclosed principal for whom the Buyer is acting, acknowledges and understands that in the event the
Securities are offered, sold or otherwise transferred by the Buyer or if applicable, the disclosed principal for whom the Buyer
is acting, to a non-U.S Person prior to the expiration of a one year distribution compliance period, the purchaser or transferee
must agree not to resell any such Securities except in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act, or pursuant to an available exemption from registration; and must further agree not to engage in hedging
transactions with regard to such securities unless in compliance with the Securities Act; and


 



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(v)         neither
the Buyer nor any disclosed principal will offer, sell or otherwise dispose of any Securities in the United States or to a U.S.
Person unless (A) the Company has consented to such offer, sale or disposition and such offer, sale or disposition is made in accordance
with an exemption from the registration requirements under the Securities Act and the securities laws of all applicable states
of the United States or (B) the SEC has declared effective a registration statement in respect of such securities.


 


(d)          Accredited
Investor Status. The Buyer meets the requirements of at least one of the suitability standards for an “Accredited Investor”
as that term is defined in Rule 501(a)(3) of Regulation D, and as set forth on the Accredited Investor Certification attached hereto.


 


(e)          Accredited
Investor Qualifications. The Buyer (i) if a natural person, represents that the Buyer has reached the age of 21 and has full
power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the
provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association,
joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific
purpose of acquiring any of the Securities, such entity is duly organized, validly existing and in good standing under the laws
of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result
in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute
and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof
and to purchase and hold the Securities, the execution and delivery of this Agreement has been duly authorized by all necessary
action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation
of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power
and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership,
trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Buyer is executing this Agreement,
and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity
has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this
Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not
violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Buyer is a party
or by which it is bound;


 


(f)          Buyer
Relationship with Brokers. The Buyer’s substantive relationship with any broker for the transactions contemplated hereby
or subagent thereof (collectively, “Brokers”) through which the Buyer is subscribing for the Securities predates such
Broker’s contact with the Buyer regarding an investment in the Securities;


 


(g)          Solicitation.
The Buyer is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result
of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection
with the offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the offering
of any Securities through or as a result of any seminar or meeting to which the Buyer was invited by, or any solicitation of a
subscription by, a person not previously known to the Buyer in connection with investments in securities generally;


 


(h)          Brokerage
Fees. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’
fees or the like relating to this Agreement or the transaction contemplated hereby (other than commissions to be paid by the Company
to the Brokers);


 


(i)          Buyer’s
Advisors. The Buyer and the Buyer’s attorney, accountant, and/or tax advisor, if any (collectively, the “Advisors”),
as the case may be, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments
in securities, so as to enable it to utilize the information made available to it in connection with the Securities to evaluate
the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect
thereto.


 


(j)          Buyer
Liquidity. Each Buyer has adequate means of providing for such Buyer’s current financial needs and foreseeable contingencies
and has no need for liquidity of its investment in the Notes for an indefinite period of time. The Buyer must bear and acknowledges
the substantial economic risks of the investment in the Bridge Units.


 



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(k)          High
Risk Investment; Review of Risk Factors. The Buyer is aware that an investment in the Securities involves a number of very
significant risks and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of
the Securities and in particular, acknowledges that the Company has a history of losses and has not yet achieved profitability
and that the Company may ultimately be unable to repay the Notes.


 


(l)          Reliance
on Exemptions. Each Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire such securities.


 


(m)          Information.
Each Buyer and its Advisors have been furnished with all documents and materials relating to the business, finances and operations
of the Company and all such other information that Buyer and/or its Advisors have requested and deemed material to making an informed
investment decision regarding its the Securities. Each Buyer and its Advisors have been afforded the opportunity to review such
documents and materials, as well as the Company’s SEC Filings, as such term is defined below (hard copies of which were made
available to the Buyer upon request to the Company or were otherwise accessible to the Buyer via the SEC’s EDGAR system),
and the information contained therein. Each Buyer and its Advisors have been afforded the opportunity to ask questions of the Company
and its management. Each Buyer understands that such discussions, as well as any written information provided by the Company, were
intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were
not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no
representation or warranty with respect to the completeness of such information and makes no representation or warranty of any
kind with respect to any information provided by any entity other than the Company. Some of such information may include projections
as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be
correct and may be subject to numerous factors beyond the Company’s control. Additionally, the Buyer understands and represents
that he is purchasing the Securities notwithstanding the fact that the Company may disclose in the future certain material information
the Buyer has not received, including its financial results for its current fiscal quarter and information regarding the Company.
Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its Advisors shall modify, amend or
affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. Each
Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with
respect to its investment in Securities.


 


(n)          No
Other Representations or Information. In evaluating the suitability of an investment in the Securities, the Buyer has not relied
upon any representation or information (oral or written) other than as stated in this Agreement. No oral or written representations
have been made, or oral or written information furnished, to the Buyer or its Advisors, if any, in connection with the offering
of the Securities.


 


(o)          No
Governmental Review. Each Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(p)          Transfer
or Resale. (A) Each Buyer understands that: (i) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered
thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the
effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from
such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor
rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule
144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise set
forth in this Agreement, neither the Company nor any other person is under any obligation to register such securities under the
Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company
reserves the right to place stop transfer instructions against the Securities (if applicable). There can be no assurance that there
will be any market or resale for the Securities, nor can there be any assurance that any of the Securities will be freely transferable
at any time in the foreseeable future.


 



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(B) Each
Buyer understands that on September 27, 2011, the Company ceased to be a “shell company” as defined in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Pursuant to Rule 144(i), securities issued
by a current or former shell company (such as the Securities) that otherwise meet the holding period and other requirements of
Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell company;
and (b) has filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is no longer
a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by section
13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was
required to file such reports and materials), other than Form 8-K reports.  As a result, the restrictive legends on certificates
for the securities cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to
an effective registration statement.


 


(q)          Legends.
Each Buyer understands that the certificates or other instruments representing Securities shall bear a restrictive legend in substantially
the following form (and a stop transfer order may be placed against transfer of such stock certificates):


 


For U.S.
Persons:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE,
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR
TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


For Non-U.S.
Persons:


 


THESE SECURITIES REPRESENTED
HEREBY WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION
S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, NONE
OF THE SECURITIES REPRESENTED BY HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.


 



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The legend set forth above shall be removed
and the Company within three (3) business days shall issue a certificate without such legend to the holder of the applicable Securities
upon which it is stamped, if, unless otherwise required by state securities laws, (i) the Buyer or its broker make the necessary
representations and warranties to the transfer agent for such security that it has complied with the prospectus delivery requirements
in connection with a sale transaction, provided the applicable Securities are registered under the Securities Act or (ii) following
a sale transaction, in connection with which such holder provides the Company with an opinion of counsel satisfactory to the Company,
which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale, assignment or transfer of the applicable Securities may be made without registration under the Securities Act.


 


(r)          Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid
and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(s)          Receipt
of Documents. Each Buyer, its counsel and/or its Advisors have received and read in their entirety: (i) this Agreement and
each representation, warranty and covenant set forth herein; and (ii) all due diligence and other information necessary to verify
the accuracy and completeness of such representations, warranties and covenants; each Buyer has received answers to all questions
such Buyer submitted to the Company regarding an investment in the Company; and each Buyer has relied on the information contained
therein and has not been furnished any other documents, literature, memorandum or prospectus.


 


(t)          Trading
Activities. The Buyer’s trading activities with respect to the Company’s Common Stock shall be in compliance with
all applicable federal and state securities laws, rules and regulations and the rules and regulations of the principal market on
which the Company’s Common Stock is listed or traded. Neither the Buyer nor its affiliates will have an open short position
in the Company’s Common Stock and, except as set forth below, the Buyer shall not, and shall not cause any of its affiliates
under common control with the Buyer, to engage in any short sale as defined in any applicable SEC or FINRA rules or regulations
on any hedging transactions with respect to the Company’s Common Stock until the earlier to occur of (i) the third anniversary
of the Closing Date and (ii) the date when none of the Notes remain outstanding. Without limiting the foregoing, the Buyer agrees
not to engage in any naked short transactions in excess of the amount of shares owned (or an offsetting long position) by the Buyer.


 


(u)          Regulation
FD. Each Buyer acknowledges and agrees that all of the information received by it in connection with the transactions contemplated
by this Agreement is of a confidential nature and may be regarded as material non-public information under Regulation FD promulgated
by the SEC and that such information has been furnished to the Buyer for the sole purpose of enabling the Buyer to consider and
evaluate an investment in the Securities. The Buyer agrees that it will treat such information in a confidential manner, will not
use such information for any purpose other than evaluating an investment in the Securities, will not, directly or indirectly, trade
or permit the Buyer’s agents, representatives or affiliates to trade in any securities of the Company while in possession
of such information and will not, directly or indirectly, disclose or permit the Buyer’s agents, representatives or affiliates
to disclose any of such information without the Company’s prior written consent. The Buyer shall make its agents, affiliates
and representatives aware of the confidential nature of the information contained herein and the terms of this section including
the Buyer’s agreement to not disclose such information, to not trade in the Company’s securities while in the possession
of such information and to be responsible for any disclosure or other improper use of such information by such agents, affiliates
or representatives. Likewise, without the Company’s prior written consent, the Buyer will not, directly or indirectly, make
any statements, public announcements or other release or provision of information in any form to any trade publication, to the
press or to any other person or entity whose primary business is or includes the publication or dissemination of information related
to the transactions contemplated by this Agreement. In the event the Subsequent Offering (or other similar offering or transaction)
is not entered into, the Company acknowledges that the information covered by this Section 2(u) will no longer be deemed material,
non public information under Regulation FD.


 


(v)         No
Legal Advice from the Company. Each Buyer acknowledges that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. Each Buyer is relying solely on such
Advisors and not on any statements or representations of the Company, the Placement Agent or any of their respective employees
or agents with respect to the legal, tax, economic and related considerations with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 



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(w)          No
Group Participation. Each Buyer and its affiliates is not a member of any group, nor is any Buyer acting in concert with any
other person, including any other Buyer, with respect to its acquisition of the Securities.


 


(x)          Reliance.
Any information which the Buyer has heretofore furnished or is furnishing herewith to the Company or any Broker is complete and
accurate and may be relied upon by the Company and any Broker in determining the availability of an exemption from registration
under federal and state securities laws in connection with the offering of securities as described in the Transmittal Letter. The
Buyer further represents and warrants that it will notify and supply corrective information to the Company immediately upon the
occurrence of any change therein occurring prior to the Company’s issuance of Bridge Units. Within five (5) days after receipt
of a request from the Company or any Broker, the Buyer will provide such information and deliver such documents as may reasonably
be necessary to comply with any and all laws and ordinances to which the Company or any Broker is subject.


 


(y)          (For
ERISA plan Buyers only). The fiduciary of the ERISA plan represents that such fiduciary has been informed of and understands
the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as
such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets
and impose other fiduciary responsibilities. The Buyer fiduciary or Plan (a) is responsible for the decision to invest in the Company;
(b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment decision; and (d) in making
such decision, the Buyer fiduciary or Plan has not relied primarily on any advice or recommendation of the Company or any of its
affiliates;


 


(z)          [The
Buyer should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before
making the following representations.] The Buyer represents that the amounts invested by it in the Company in the Notes were
not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit,
among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories,
entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website
at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit
dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear
on the OFAC lists;


 


(aa)         To
the best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person controlling or controlled by the Buyer; (3) if
the Buyer is a privately-held entity, any person having a beneficial interest in the Buyer; or (4) any person for whom the Buyer
is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC
list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from
a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Buyer
agrees to promptly notify the Company should the Buyer become aware of any change in the information set forth in these representations.
The Buyer understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Buyer,
either by prohibiting additional subscriptions from the Buyer, declining any redemption requests and/or segregating the assets
in the account in compliance with governmental regulations, and a Broker may also be required to report such action and to disclose
the Buyer’s identity to OFAC. The Buyer further acknowledges that the Company may, by written notice to the Buyer, suspend
the redemption rights, if any, of the Buyer if the Company reasonably deems it necessary to do so to comply with anti-money laundering
regulations applicable to the Company or any Broker or any of the Company’s other service providers. These individuals include
specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo
programs;


 





 















		1	These individuals include specially designated nationals, specially designated narcotics traffickers
and other parties subject to OFAC sanctions and embargo programs.








 



    	8



    	 



    

  





(bb)         To
the best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person controlling or controlled by the Buyer; (3) if
the Buyer is a privately-held entity, any person having a beneficial interest in the Buyer; or (4) any person for whom the Buyer
is acting as agent or nominee in connection with this investment is a senior foreign political figure2,
or any immediate family3 member or close
associate4 of a senior foreign political figure,
as such terms are defined in the footnotes below; and













 


(cc)         If
the Buyer is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Buyer receives deposits from,
makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Buyer represents and warrants
to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the
Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking
activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking
activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated affiliate.


 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


Except as previously
disclosed herein or in the Company’s SEC Filings, the Company represents and warrants to each of the Buyers that:


 


(a)          Organization
and Qualification. The Company is a corporation duly organized and validly existing in good standing under the laws of the
State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted.
The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the
nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not have a Material Adverse Effect, as defined below. Except as set forth on Schedule 3(a), the Company
has no subsidiaries.


 


(b)          Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter
into and perform this Agreement and the Escrow Agreement and all other documents necessary or desirable to effect the transactions
contemplated hereby (collectively the “Transaction Documents”) to which it is a party and to issue the Notes in accordance
with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes have been duly
authorized by the Company’s Board of Directors (the “Board of Directors”) and no further consent or authorization
is required by the Company, the Board of Directors or the Company’s stockholders, (iii) the Transaction Documents will be
duly executed and delivered by the Company, (iv) the Transaction Documents when executed will constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 


(c)          Capitalization.
The authorized and outstanding capital stock of the Company is described on Schedule 3(c) attached hereto. Except as set forth
on Schedule 3(c) or as contemplated by the Transactions, there are no subscriptions, convertible securities, options, warrants
or other rights (contingent or otherwise) currently outstanding to purchase any of the authorized but unissued capital stock of
the Company. Except as set forth in Schedule 3(c) or as contemplated by the Transactions, the Company has no obligation to issue
shares of its capital stock, or subscriptions, convertible securities, options, warrants, or other rights (contingent or otherwise)
to purchase any shares of its capital stock or to distribute to holders of any of its equity securities, any evidence of indebtedness
or asset. No shares of the Company’s capital stock are subject to a right of withdrawal or a right of rescission under any
applicable securities law. Except as set forth in Schedule 3(c), there are no outstanding or authorized stock appreciation, phantom
stock or similar rights with respect to the Company. To the knowledge of the Company, except as described in Schedule 3(c) or otherwise
contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to
the voting (including without limitation voting trusts or proxies), registration under any applicable securities laws, or sale
or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or
“drag-along” rights) of any securities of the Company. Except as provided in Schedule 3(c), to the knowledge of the
Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect
to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements
relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company.


 





 






		2	A “senior foreign political figure” is defined as a senior official in the executive,
legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official
of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior
foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit
of, a senior foreign political figure.



 


		3	“Immediate family” of a senior foreign political figure typically includes the figure’s
parents, siblings, spouse, children and in-laws.



 


		4	A “close associate” of a senior foreign political figure is a person who is widely
and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person
who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political
figure.









 







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(d)          Issuance
of Securities. The Bridge Units, the Notes, the Bridge Warrants, the shares of Common Stock underlying the Notes and the Warrant
Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable,
are free from all taxes, liens and charges with respect to the issue thereof.


 


(e)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation of the Company
(the “Articles of Incorporation”), any certificate of designations of any outstanding series of preferred stock of
the Company or the By-Laws of the Company (the “By-Laws”) or (ii) violate or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound
or affected except for those which could not reasonably be expected to have a material adverse effect on the assets, business,
condition (financial or otherwise), results of operations or future prospects of the Company (a “Material Adverse Effect”).
Except those which could not reasonably be expected to have a Material Adverse Effect, the Company is not in violation of any term
of or in default under its Articles of Incorporation or By-Laws. Except those which could not reasonably be expected to have a
Material Adverse Effect, the Company is not in violation of any term of or in default under any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company. The
business of the Company is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation
of any governmental entity, except to the extent it could reasonably be expected not to have a Material Adverse Effect. Except
as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws,
the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement
or the Escrow Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date
hereof. The Company is unaware of any facts or circumstance, which might give rise to any of the foregoing.


 


(f)          SEC
Filings; Financial Statements. Since September 27, 2011, the Company has filed (and, except for certain Current Reports on
Form 8-K), has timely filed (subject to 12b-25 filings with respect to certain periodic filings) all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act
(all of the foregoing and all other documents filed with the SEC prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein
as the “SEC Filings”). The SEC Filings are available to the Buyers via the SEC’s EDGAR system. As of their respective
dates, the SEC Filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Filings, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the
audited financial statements of the Company included in the Company’s SEC Filings for the fiscal years ended December 31,
2011 and December 31, 2010, and the subsequent unaudited interim financial statements included in the Company’s SEC Filings
(collectively, the “Financial Statements”) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements were prepared in
accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, there are
no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the SEC Filings.
No other information provided by or on behalf of the Company to the Buyer including, without limitation, information referred to
in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.


 



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(g)          Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending against or affecting the Company, wherein an unfavorable decision, ruling
or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform
its obligations under, this Agreement or any of the documents contemplated herein, or (ii) have a Material Adverse Effect.


 


(h)          Acknowledgment
Regarding Buyer’s Purchase of the Securities. The Company acknowledges and agrees that each Buyer is acting solely in
the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any advice given by such Buyer or any of their respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such
Buyer’s purchase of the Securities. The Company further represents to the Buyers that the Company’s decision to enter
into this Agreement has been based solely on the independent evaluation by the Company and its representatives.


 


(i)          No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of any of the Securities.


 


(j)          No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with
prior offerings by the Company for purposes of the Securities Act.


 


(k)          Employee
Relations. The Company is not involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened.
None of the Company’s employees is a member of a union, and the Company believes that its relations with its one employee
are good.


 


(l)          Intellectual
Property Rights. The Company has no proprietary intellectual property. The Company has not received any notice of infringement
of, or conflict with, the asserted rights of others with respect to any intellectual property that it utilizes.


 


(m)          Environmental
Laws.


 


(i)          The
Company has complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that,
individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. There is
no pending or, to the knowledge of the Company, threatened civil or criminal litigation, written notice of violation, formal administrative
proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company, except for
litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that,
individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. For purposes
of this Agreement, “Environmental Law” means any federal, state or local law, statute, rule or regulation or the common
law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative
decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous
materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination;
(iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid
or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants
or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened
species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and
safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing,
transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances
or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment”
shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
(“CERCLA”).


 



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(ii)         To
the knowledge of the Company there is no material environmental liability with respect to any solid or hazardous waste transporter
or treatment, storage or disposal facility that has been used by the Company.


 


(iii)        Except
to the extent it could reasonably be expected not to have a Material Adverse Effect, the Company (i) has received all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (ii) is in compliance
with all terms and conditions of any such permit, license or approval.


 


(n)          Title
to Property and Assets. The Company does not own any real property. Except as set forth on Schedule 3(n), the Company has good
and marketable title to all of its personal property and assets free and clear of any material restriction, mortgage, deed of trust,
pledge, lien, security interest or other charge, claim or encumbrance which would have a Company Material Adverse Effect. Except
as set forth on Schedule 3(n), with respect to properties and assets it leases, the Company is in material compliance with such
leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.


 


(o)          No
Material Adverse Breaches, etc. The Company is not subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have
a Material Adverse Effect.


 


(p)          Tax
Status. Except as set forth in Schedule 3(p), the Company has made and filed all federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the
Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, and has set aside on its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. Except as set forth in Schedule 3(p), there are
no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction and the officers of the Company
know of no basis for any such claim.


 


(q)          Certain
Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course
of business upon terms no less favorable than the Company could obtain from third parties, none of the officers, directors, or
employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any
such employee has a substantial interest or is an officer, director, trustee or partner.


 


(r)          Rights
of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis
or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers,
agents or other third parties.


 


(s)          Reliance.
The Company acknowledges that the Buyers are relying on the representations and warranties made by the Company hereunder and in
the Company’s SEC Filings and that such representations and warranties are a material inducement to the Buyer purchasing
the Notes. The Company further acknowledges that without such representations and warranties of the Company made hereunder, the
Buyers would not enter into this Agreement.


 



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(t)          Brokers’
Fees. The Company does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement, except for applicable brokerage and consulting fees.


 


		4.	COVENANTS.



 


(a)          Best
Efforts. Each party shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in
Sections 5 and 6 of this Agreement.


 


(b)          Form
D. The Company agrees to file a Form D with respect to the offer and sale of the Notes and the Bridge Warrants and if applicable,
the Units and the Unit Securities, as required under Regulation D. The Company shall, on or before the Closing Date, take such
action as the Company shall reasonably determine is necessary to qualify the Notes, the Bridge Warrants and the Warrant Shares
or obtain an exemption for the Notes, the Bridge Warrants and the Warrant Shares for sale to the Buyers at the Closing pursuant
to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of any such action so taken to the Buyers on or prior to the Closing Date.


 


(c)          Use
of Proceeds. The Company shall use the net proceeds from the sale of the Bridge Units as general working capital.


 


(d)          Corporate
Existence. So long as any of the Notes remain outstanding, the Company shall not directly or indirectly consummate any merger,
reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets,
enter into a change of control transaction, or any similar transaction or related transactions (each such transaction, an “Organizational
Change”), other than the Subsequent Offering, unless, prior to the consummation of an Organizational Change, the Company
obtains the written consent of each Buyer. In any such case, the Company will make appropriate provision with respect to such holders’
rights and interests to insure that the provisions of this Section 4(d) will thereafter be applicable to the Notes.


 


(e)          Resales
absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements
contemplated hereby may require the Company to issue and deliver the Securities to the Buyers with legends restricting their transferability
under the Securities Act, and (ii) it is aware that resales of such Securities may not be made unless, at the time of resale, there
is an effective registration statement under the Securities Act covering such Buyer’s resale(s) or an applicable exemption
from registration. 


 


(f)          Disclosure
of Information in Form 8-K. The Company will disclose in a Current Report on Form 8-K filed with the SEC within four
business days of the Closing Date all of the confidential information, if any, provided to Buyers as described in Section 2(u)
of this Agreement so that Buyers will not be privy to any confidential information not made generally available to the public (it
being understood that information not disclosed in the Current Report on Form 8-K filing will no longer be deemed material non-public
information under Regulation FD).


 


		5.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


The obligation of the
Company hereunder to issue and sell the Notes to the Buyer(s) at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion:


 


(a)          Each
Buyer shall have executed the required Subscription Documents and delivered them to the Company.


 


(b)          The
Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for the Bridge Units in the respective amounts as set forth
on the signature pages affixed hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer
of immediately available U.S. funds pursuant to the wire instructions provided by the Company.


 



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(c)          The
representations and warranties of the Buyer(s) contained in this Agreement shall be true and correct in all material respects as
of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak
as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to
the Closing Date.


 


		6.	CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.



 


(a)          The
obligation of the Buyer(s) hereunder to purchase the Bridge Units at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions:


 


(i)          The
representations and warranties of the Company contained in this Agreement (when read without regard to any qualification as to
materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and as of
the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date
(except for representations and warranties that speak as of a specific date), except for any untrue or incorrect representation
and warranty that, individually or in the aggregate, does not have a Material Adverse Effect, and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


(ii)         The
Company shall have executed a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying
the resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement and the issuance of
the Bridge Units, the Notes, the Bridge Warrants and the Warrant Shares, certifying the current versions of the Articles of Incorporation
and By-Laws of the Company and certifying as to the signatures and authority of persons signing this Agreement on behalf of the
Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained
in the certificate has changed.


 


		7.	INDEMNIFICATION.



 


(a)          INDEMNIFICATION
OF BUYERS. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,
and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify
and hold harmless the Buyer(s) and each other holder of the Securities and all of their officers, directors, employees and agents (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Buyer
Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities
and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for
which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the Buyer Indemnitees or any of them as a result of, or arising out of, or relating to (a) any
material breach of any covenant, agreement or obligation of the Company contained in this Agreement, or (b) any cause of action,
suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting from the execution, delivery, performance
or enforcement of this Agreement by any of the Buyer Indemnitees. To the extent that the foregoing undertaking by the Company may
be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities, which is permissible under applicable law.


 


(b)          INDEMNIFICATION
OF THE COMPAN AND THE PLACEMENT AGENT. Each of the Buyers agrees to indemnify and hold harmless the Company, the Placement
Agent, and their respective officers, directors, employees, agents, control persons and affiliates from and against all losses,
liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred
in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual
or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach
by the Buyer of any covenant or agreement made by the Buyer herein or in any other document delivered in connection with this Agreement.


 


8.          CONFLICT
WAIVER


 


The Buyers hereby
acknowledge that Adam S. Gottbetter is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Gottbetter
Capital Markets, LLC. Gottbetter Capital Group, Inc. owns shares of the Company. Gottbetter & Partners, LLP is counsel to the
Company and receives legal fees in accordance with an executed retainer agreement. Gottbetter Capital Markets, LLC is a placement
agent for the Offering (the “Placement Agent”), for which it may receive placement agent fees in accordance with the
Placement Agency Agreement.


 



    	14



    	 



    

 


9.          GOVERNING
LAW: MISCELLANEOUS.


 


(a)          Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of laws.


 


(b)          THE
PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS
SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS
TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDINGS, (D) THE ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY
PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS
WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES
WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING
TO FINRA. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION
MAY BE ENTERED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS
AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE
UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS,
DISBURSEMENTS AND REASONABLE ATTORNEY’S FEES FROM THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE
THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO
ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE
OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER
WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED
BASIS.


 


(c)          Irrevocable
Subscription. Each of the Buyers hereby acknowledges and agrees that the subscription hereunder is irrevocable by such Buyer,
except as required by applicable law, and that this Agreement shall survive the death or disability of the Buyer and shall be binding
upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and
permitted assigns. If the Buyer is more than one person, the obligations of the Buyer hereunder shall be joint and several and
the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each
such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.


 


(d)          Expenses.
Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraises or
others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.


 


(e)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile
and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.


 


(f)          Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 



    	15



    	 



    




 





(g)          Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(h)          Entire
Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer(s), the Company,
their affiliates and persons acting on their behalf with respect to the matters discussed herein (including any term sheet), and
this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any
representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or
amended other than by an instrument in writing signed by the party to be charged with enforcement.


 


(i)          Notices.
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of
receipt, when sent by facsimile; (iii) upon receipt when sent by U.S. certified mail, return receipt requested, or (iv) one (1)
day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the Company, to:	Rackwise, Inc.
	 	2365 Iron Point Road, Suite 190
	 	Folsom, CA 95630
	 	Attention:  Guy A. Archbold, Chairman and CEO
	 	Facsimile:  415-358-4665
	 	 
	With a copy to:	Gottbetter & Partners, LLP
	 	488 Madison Avenue, 12th Floor
	 	New York, New York 10022
	 	Attention:  Adam S. Gottbetter, Esq.
	 	Facsimile:  212.400.6901


 


If to the Buyer(s),
to its address and facsimile number set forth on the Buyer Counterpart Signature Page affixed hereto. Each party shall provide
five (5) days’ prior written notice to the other party of any change in address or facsimile number.


 


(j)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other party hereto. Notwithstanding the foregoing, the Company may assign the Notes without consent of the
other party hereto.


 


(k)          No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(l)          Survival.
Unless this Agreement is terminated under Section 9(o), the representations and warranties of the Company and the Buyer(s) contained
in Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9, and the indemnification provisions set forth
in Section 7, shall survive the Closing for a period of two (2) years following the date on which the Notes are repaid in full.
The Buyer(s) shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(m)          Publicity.
The Company shall have the right to approve, before issuance any press release or any other public statement with respect to the
transactions contemplated hereby made by any other party; and the Company shall be entitled, without the prior approval of any
Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities
or other laws or regulations or as it otherwise deems appropriate.


 



    	16



    	 



    

 


(n)          Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(o)          Termination.
In the event that the Closing shall not have occurred with respect to the Buyers due to the Company’s or the Buyer’s
failure to satisfy the conditions set forth in Sections 5 and 6 above (and the non-breaching party’s failure to waive such
unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching
party by providing five (5) days’ written notice to such breaching party of the non-breaching party’s intent to terminate
this Agreement (and if the non-breaching party is the Buyer, to also withdraw its subscription) at the close of business on such
date without liability of any party to any other party.


 


(p)          No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(q)          Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Buyer
and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby
agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


(r)          ANTI
MONEY LAUNDERING REQUIREMENTS


 


	
        The USA PATRIOT Act 
	 	What is money laundering?	 	How big is the problem and why is it important?
	 	 	 	 	 
	The USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad.  The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions.  Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs.	 	Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.  Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.	 	The use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.  According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.
	 	 	 	 	 
	To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.	 	 	 	 


 


	What are we required to do to eliminate money laundering?
	
         

        Under new rules required by the USA PATRIOT Act, our anti-money
        laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish
        policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.
	
         

        As part of our required program, we may ask you to provide various
        identification documents or other information. Until you provide the information or documents we need, we may not be able to effect
        any transactions for you.



 



    	17



    	 



    

 


(s)          Definitions.
For purposes of this Agreement, the following capitalized terms shall have the definitions ascribed to them below.


 


(i)          “Bridge
Warrant Exercise Price” means (a) the average of the daily volume weighted average prices, as quoted on the primary national
or regional stock exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin Board if quoted thereon or
reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or
agency succeeding to its functions of reporting prices) (as applicable), for the twenty (20) consecutive Trading Days immediately
preceding the applicable date of the exercise of this Warrant, as proportionately adjusted to reflect any stock splits, stock dividends,
combination of shares or like events, or (b) if the Common Stock is not publicly traded as set forth above, as reasonably and in
good faith determined by the Board of Directors of the Company as of the applicable date of the exercise of this Warrant;


 


(ii)         “Trading
Day” means any day on which the Common Stock is traded (or available for trading) on its principal trading market.


 


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


 



    	18



    	 



    

 


IN WITNESS WHEREOF,
the Buyers and the Company have caused this Agreement to be duly executed as of the date first written above.


  





	 	COMPANY:
	 	 
	 	RACKWISE, INC.
	 	 
	 	By:	         


 


	 	Name:	Guy A. Archbold
	 	Title:	Chairman and CEO







 


	 	BUYERS:
	 	 
	 	The Buyers executing the Signature Page and the Subscription Documents in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.


 





[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]







 



    	19



    	 



    

 


ANNEX A


 


Securities Purchase Agreement


Buyer Counterpart Signature Page


 


The undersigned, desiring to: (i) enter
into the Securities Purchase Agreement, dated as of ______________ ___, 20121 (the “Agreement”),
between the undersigned, Rackwise, Inc., a Nevada corporation (the “Company”),
and the other parties thereto, in or substantially in the form furnished to the undersigned and (ii) purchase the Bridge Units
of the Company as set forth below, hereby agrees to purchase such Bridge Units from the Company and further agrees to join the
Agreement as a party thereto, with all the rights and privileges pertaining thereto, and to be bound in all respects by the terms
and conditions thereof. The undersigned specifically acknowledges having read the representations section in the Agreement entitled
“Buyer’s Representations and Warranties,” and hereby represents that the statements contained therein are complete
and accurate with respect to the undersigned as a Buyer.


 


The Buyer hereby elects to purchase $____________
of Bridge Units (to be completed by the Buyer) under the Agreement.


 


	 	Name of Buyer:
	 	 
	 	If an entity: 
	 	 
	 	Print Name of Entity: 


 


	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	If an individual:
	 	 
	 	Print Name:	 
	 	 
	 	Signature:	 
	 	 
	 	All Buyers:   


  


	 	Address:   	  
	 	 	 
	 	 	 
	 	 	 
	 	Telephone No.: 	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


  





 



1Will
reflect the Closing Date. Not to be completed by Buyer. 


 



    	 



    	 



    

 





RACKWISE, INC. 


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only


(all Individual Investors must INITIAL
where appropriate):


 


	Initial _______	I have a net worth of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. The net value of an individual’s primary residence must be excluded from the calculation of “net worth” for purposes of this calculation.
	Initial _______	I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	Initial _______	I am a director or executive officer of ____________________.


 


For Non-Individual
Investors


(all Non-Individual
Investors must INITIAL where appropriate):


 


	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above.
	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company.
	Initial _______	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
	Initial _______	The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
	Initial _______	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet at least one of the criteria for Individual Investors.
	Initial _______	The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	Initial _______	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	Initial _______	The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	Initial _______	The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
	Initial _______	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	Initial _______	The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933, or a registered investment company.


  


For Non-U.S.
Person Investors


(all Investors who are not a U.S. Person
must INITIAL this section):


 





	Initial _______	The investor is not a “U.S. Person” as defined in Regulation S; and specifically the investor is not:







 





	 	A.	a natural person resident in the United States of America, including its territories and possessions (“United States”);



 






    	 



    	 



    



 


	 	 	 
	 	B.	a partnership or corporation organized or incorporated under the laws of the United States;
	 	 	 
	 	C.	an estate of which any executor or administrator is a U.S. Person;
	 	 	 
	 	D.	a trust of which any trustee is a U.S. Person;
	 	 	 
	 	E.	an agency or branch of a foreign entity located in the United States;
	 	 	 
	 	F.	a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
	 	 	 
	 	G.	a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
	 	 	 
	 	H.	a partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.







 


And, in
addition:


 





	 	I.	the investor was not offered the securities in the United States;
	 	 	 
	 	J.	at the time the buy-order for the securities was originated, the investor was outside the United States; and
	 	 	 
	 	K.	the investor is purchasing the securities for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and a sale of the securities has not been pre-arranged with a purchaser in the United States.







 



    	 



    	 



    

 


RACKWISE, INC.


Investor Profile


 (Must be completed by Investor)


 


Section A - Personal Investor Information


 


	Investor Name(s):	 
	Individual executing Profile or Trustee:	 
	Social Security Numbers / Federal I.D. Number:	 


 


	Date of Birth:	 	 	 	Marital Status:	 
	Joint Party Date of Birth:	 	 	 	Investment Experience (Years):	 
	Annual Income:	 	 	 	Liquid Net Worth:	 


 


	Net Worth (excluding value of primary residence):	 


 


	Tax Bracket:	 	 	15% or below	 	 	25% - 27.5%	 	 	Over 27.5%


 


	Home Street Address:	 


 


	Home City, State & Zip Code:	 


 


	Home Phone:	 	Home Fax:	 	Home Email:	 


 


	Employer:	 


 


	Employer Street Address:	 


 


	Employer City, State & Zip Code:	 


 


	Bus. Phone:	 	Bus. Fax:	 	Bus. Email:	 


 


	Type of Business:	 


 


	(PLACEMENT AGENT) Account Executive / Outside Broker/Dealer:
	 
	If you are a United States citizen, please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard (such as a driver’s license or passport), and provide a photocopy of each of the documents you have listed.
	 
	If you are NOT a United States citizen, for each jurisdiction of which you are a citizen or in which you work or reside, please list (i) your passport number and country of issuance or (ii) alien identification card number AND (iii) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of each of these documents you have listed.  These photocopies must be certified by a lawyer as to authenticity. 


 



    	 



    	 



    

 


	Section B – Certificate Delivery Instructions
	 


 


	 	 	Please deliver certificate to the Employer Address listed in Section A.
	 	 	Please deliver certificate to the Home Address listed in Section A.
	 	 	Please deliver certificate to the following address:	 


 


	Section C – Form of Payment – Check or Wire Transfer


 


	 	 	Check payable to CSC Trust Company of Delaware , as Escrow Agent for Max Cash Media, Inc.
	 	 	Wire funds from my outside account according to Section 1(a) of the Securities Purchase Agreement.
	 	 	The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.
	 
	Please check if you are a FINRA member or affiliate of a FINRA member firm: ________


 


	 	 	 
	Investor Signature	 	Date


 



    	 



    	 



    

 


ANTI MONEY LAUNDERING REQUIREMENTS


 


The USA PATRIOT Act


 


The USA PATRIOT Act is designed to detect,
deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage
firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money
laundering programs.


 


To help you understand these efforts, we
want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.


 


What is money laundering?


 


Money laundering is the process of disguising
illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection
with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.


 


How big is the problem and why is it
important?


 


The use of the U.S. financial system by
criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department,
one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.


 


What are we required to do to eliminate
money laundering?


 


Under rules required by the USA PATRIOT
Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent
audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with such laws.
As part of our required program, we may ask you to provide various identification documents or other information. Until you provide
the information or documents we need, we may not be able to effect any transactions for you.


 



    	 



    	 



    

 








 


MEMBER:
FINRA, SIPC


 





ANTI-MONEY LAUNDERING INFORMATION FORM


The following is required in accordance
with the AML provision of the USA PATRIOT ACT.


(Please fill out and return with requested
documentation.)


 


	INVESTOR NAME:	 
	 	 
	LEGAL ADDRESS:	 
	 	 
	 	 
	 	 
	SSN# or TAX ID#  OF INVESTOR:	 


 


	FOR INVESTORS WHO ARE INDIVIDUALS: 


 


	YEARLY INCOME:	 	 	AGE:	 


 


	NET WORTH (excluding value of primary residence):	 



 





	OCCUPATION:	 




 


	ADDRESS OF EMPLOYER:	 
	 	 
	 	 



 


	INVESTMENT OBJECTIVE(S):	 


 


IDENTIFICATION & DOCUMENTATION
AND SOURCE OF FUNDS:


 





		1.	Please submit a copy of non-expired identification for the authorized signatory(ies) on the investment documents, showing name,
date of birth, address and signature. The address shown on the identification document MUST match the Investor’s address
shown on the Investor Signature Page.





 





	 	Current Driver’s License	or	Valid Passport	or	Identity Card















(Circle one or more)


 


		2.	If the Investor is a corporation, limited liability company,
trust or other type of entity, please submit the following requisite documents: (i) Articles of Incorporation, By-Laws, Certificate
of Formation, Operating Agreement, Trust or other similar documents for the type of entity; and (ii) Corporate Resolution or power
of attorney or other similar document granting authority to signatory(ies) and designating that they are permitted to make the
proposed investment.



 


		3.	Please advise where the funds were derived from to make
the proposed investment:



 





	 	Investments	Savings	Proceeds of Sale	Other ____________	 







 


(Circle one or more)


 


	Signature:	 	 
	 	 	 
	Print Name:	 	 
	 	 	 
	Title (if applicable):	 	 
	 	 	 
	Date:	 	 


 





488 Madison Ave., 12th Fl., New
York, NY 10022-5718


T 212.400.6990 F 212.400.6999


  



    	 



    	 



    

 


SCHEDULE I


 


SCHEDULE OF BUYERS


 


	Name	 	Subscription Amounts ($) of Bridge Units
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



    	 



    	 



    

 


EXHIBIT A


 


Form of Note


 


[See Exhibit 4.1]


 



    	 



    	 



    

 


EXHIBIT B


 


Form of Bridge Warrants


 


[See Exhibit 4.2]


 



    	 



    	 



    

 


EXHIBIT C


 


Escrow Agreement


 


[See Exhibit 10.2]