SECOND RESTRUCTURING AGREEMENT AND AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT Second Restructuring Agreement and Amendment No. 6 to Note Purchase Agreement, dated as of November 6, 2007 (this "AMENDMENT"), by and between GenuTec Business Solutions,...Note Purchase Agreement • November 8th, 2007 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
EXHIBIT 99.1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 4th, 2007 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • California
This Executive Employment Agreement (“Agreement”) is entered into as of APRIL 23RD, 2004, by and between GenuTec Business Solutions, Inc., a Montana Corporation (hereinafter referred to as “the Company) and Matt Pekarek (hereinafter referred to as “the Executive).
GENUTEC BUSINESS SOLUTIONS, INC. Common Stock Purchase WarrantGenuTec Business Solutions, Inc. • October 6th, 2006 • Services-business services, nec • New York
GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), hereby certifies that, for value received, TECHNOLOGY INVESTMENT CAPITAL CORP., a Maryland corporation, or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time and from time to time during the period beginning on the date hereof and ending on September 16, 2010 (the “Expiration Date”), in whole or in part, an aggregate of Eight Hundred Seventy-Five Thousand Two Hundred Fifty (875,250) fully paid and non-assessable shares of the Class A Voting Common Stock, par value $.01 per share, of the Company (“Common Stock”), subject to certain adjustments pursuant to Section 3 hereof (the “Warrant Shares”), at an initial exercise price of Two Dollars ($2.00) per share, subject to certain adjustments pursuant to Section 3 hereof (the “Exercise Price”). This warrant is one of the warrants (collectively, “Warrants” and each individually a “Warrant”)
SUBLEASE CB RICHARD ELLIS, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKERGenuTec Business Solutions, Inc. • October 6th, 2006 • Services-business services, nec
AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AGREEMENT AND TO NOTE PURCHASE AGREEMENTStock and Warrant Purchase Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
AMENDMENT NO.1, dated as of October 24, 2005 (this “Amendment”), to (i) the Preferred Stock and Warrant Purchase Agreement dated as of September 16, 2005 (the “Stock Purchase Agreement”), by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), Technology Investment Capital Corp., a Maryland corporation (“TICC”), and Seaview Mezzanine Fund LP, a Delaware limited partnership (“Seaview”; TICC and Seaview, together with their respective successors, assigns and transferees, are sometimes referred to herein collectively as the “Purchasers”), and (ii) the Note Purchase Agreement dated as of September 16, 2005, among the Company, TICC, as Collateral Agent, and the Purchasers (the “Note Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2005, by and among GENUTEC BUSINESS SOLUTIONS, INC., a Montana corporation (the “Company”), JOHAN HENDRIK SMIT DUYZENTKUNST (“Smit”) and OLAF GEURS (“Geurs” and with Smit, individually and collectively the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • California
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 14, 2004, by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), the executive officers of the Company holding the shares of Common Stock or options to purchase shares of the Company’s Common Stock (the “Management Shares”) listed on Schedule A hereto (the “Management Holders”), Sound Media Group, Inc., a California corporation (“SMG”) and Trefethen Capital Partners, LLC, a Delaware limited liability company (the “Senior Lender”).
GENUTEC BUSINESS SOLUTIONS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2006 • GenuTec Business Solutions, Inc. • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 2, 2005, by and between GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), and Edward P. Rutherford, an individual (“Executive”). The Company and Executive are referred to herein collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
Amendment No. 3, dated as of September 29, 2006 (this “Amendment”), to the Note Purchase Agreement dated as of September 16, 2005, as amended by Amendment No. 1 thereto dated as of October 24, 2005 and Amendment No. 2 thereto dated as of July 21, 2006 (the “Note Purchase Agreement”), by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), Technology Investment Capital Corp., a Maryland corporation, individually (“TICC”) and as Collateral Agent, and Seaview Mezzanine Fund LP, a Delaware limited partnership (“Seaview”; TICC and Seaview, together with their respective successors, assigns and transferees, are sometimes referred to herein collectively as the “Purchasers”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Note Purchase Agreement.
NOTE PURCHASE AGREEMENT among GENUTEC BUSINESS SOLUTIONS, INC., TECHNOLOGY INVESTMENT CAPITAL CORP., as Collateral Agent, and The Purchasers Named on Schedule I $20,000,000 Senior Secured Notes Due 2010 Dated as of September 16, 2005Note Purchase Agreement • August 14th, 2006 • GenuTec Business Solutions, Inc. • New York
GENUTEC BUSINESS SOLUTIONS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2006 • GenuTec Business Solutions, Inc. • New York
WHEREAS, the Investors have agreed, pursuant to the terms of and subject to the conditions set forth in the Preferred Stock and Warrant Purchase Agreement, dated as of September 16, 2005, by and among the Company and the Investors (as from time to time amended, modified or supplemented, the “Stock Purchase Agreement”), to purchase certain shares of Series A Exchangeable Preferred Stock, par value $.0001 per share, and certain Warrants (as defined below), including the Initial Warrants and the Additional Warrants (each as defined in the Stock Purchase Agreement), to purchase shares of the Class A Voting Common Stock, par value $.01 per share, of the Company (the “Common Shares”); and
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of September 16, 2005, by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), GenuTec Marketing, Inc., a Nevada corporation, and Smart Acquisition, LLC, a Nevada limited liability company, each of which is a wholly-owned subsidiary of the Company (the “Subsidiary Grantors”; the Company and the Subsidiary Grantors, and such other parties as may become Grantors hereunder after the date hereof, being sometimes herein collectively called the “Grantors”, and each individually a “Grantor”), and Technology Investment Capital Corp., as Collateral Agent for the benefit of the Purchasers described below (together with its successors and assigns in such capacity, the “Secured Party”).
AMENDEMENT NO. 2 NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • New York
AMENDEMENT NO. 2, dated as of July 21, 2006 (this “Amendment”), to the Note Purchase Agreement dates as of September 16, 2005, as amended by Amendment No. 1 thereto dated as of October 24, 2005 (the “Note Purchase Agreement”), by and among GenuTec Business Solutions, Inc., a Montana corporation (the “Company”), Technology Investment Capital Corp., a Maryland corporation (“TICC”), and Seaview Mezzanine Fund LP, a Delaware limited partnership (“Seaview”; TICC and Seaview, together with their respective successors, assigns and transferees, are sometimes referred to herein collectively as the “Purchasers”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Note Purchase Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2006 • GenuTec Business Solutions, Inc. • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made on July 14, 2004, and is by and among Sound Media Group, Inc., a California corporation, a (the “Company”), Breaking Free, Inc., a California corporation (“BFI”), Scott Presta (“Presta”), Tony Tseng (“Tseng”), Aaron Jones (“Jones”), Andy Salisbury (“Salisbury”), Genutec Business Solutions, Inc., a Montana corporation (“Genutec”) and Genutec Marketing, Inc., a California corporation and wholly owned subsidiary of Genutec (“Buyer”). Presta, Tseng, Jones and Salisbury shall sometimes be collectively referred to herein as the “Shareholders”.
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT among GENUTEC BUSINESS SOLUTIONS, INC., TECHNOLOGY INVESTMENT CAPITAL CORP., and SEAVIEW MEZZANINE FUND LP Series A Exchangeable Preferred Stock Warrants to Purchase Class A Voting Common Stock Dated as...Preferred Stock and Warrant Purchase Agreement • August 14th, 2006 • GenuTec Business Solutions, Inc. • New York
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated as of September 16, 2005, by and among GENUTEC BUSINESS SOLUTIONS, INC., a Montana corporation (the “Company”) and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Schedule I (collectively, together with their respective successors and assigns, the “Purchasers” and each individually as a “Purchaser”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • California
The Company, the Stockholder and Ion (solely with respect to Section 4.2 and will not be jointly and severally liable with Stockholder or Company for such Section 4.2) do hereby jointly and severally represent and warrant to GenuTec that:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • August 14th, 2006 • GenuTec Business Solutions, Inc. • California
THIS AMENDED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated effective as of September 14, 2005, is entered into by and among SMART DEVELOPMENT CORP., a Nevada corporation (the “Company”); JOHAN HENDRIK SMIT DUYZENTKUNST, an individual (the “Stockholder”); SDI ACQUISITION CORP., a Nevada corporation (“Merger Sub”); SMART ACQUISITION, LLC, a Nevada limited liability company (“SALLC”); GENUTEC BUSINESS SOLUTIONS, INC., a Montana corporation (“GenuTec”) and ION AUTOMATION SERVICES BV (“Ion”). Certain capitalized terms used in this Agreement are defined in Article XI hereof. The Company, the Stockholder, Ion, Merger Sub, SALLC and GenuTec are hereinafter sometimes collectively referred to as the “Parties” and individually as a “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • California
This Executive Employment Agreement (“Agreement”) is entered into as of January 2, 2003, by and between GenuTec Business Solutions, Inc., a Montana Corporation (hereinafter referred to as “the Company) and Lee Danna (hereinafter referred to as “the Executive).
