AGREEMENT AND PLAN OF MERGER BY AND AMONG INCENTRA SOLUTIONS, INC. INCENTRA MERGER CORP. STAR SOLUTIONS OF DELAWARE, INC. AND ALFRED CURMI DATED AS OF FEBRUARY 18, 2005 TABLE OF CONTENTSMerger Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Colorado
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • New York
ARTICLE I APPOINTMENT OF THE CONSULTANTConsulting Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Colorado
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 18, 2005, between INCENTRA SOLUTIONS, INC., a Nevada corporation (the "Company"), and Alfred Curmi ("Curmi"). W I T N E S S E T H: WHEREAS, pursuant to the terms of an...Registration Rights Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Delaware
RECITALSCredit Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Colorado
AMENDMENT AND WAIVER This Amendment and Waiver (this "AMENDMENT"), dated as of February 17, 2005, is entered into by and between INCENTRA SOLUTIONS INC. (f/k/a Front Porch Digital Inc.), a Nevada corporation (the "COMPANY"), and LAURUS MASTER FUND,...Registration Rights Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • New York
EMPLOYMENT AGREEMENT This AGREEMENT (the "Agreement") is made as of the date signed (the "Effective Date"), by and between STAR SOLUTIONS of Delaware, Inc., a Delaware corporation ("Employer") with its headquarters located in Boulder, Colorado (the...Employment Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • California
CONTINUING SECURITY AGREEMENT WELLS FARGO RIGHTS TO PAYMENT AND INVENTORY ----- --------------------------------------------------------------------------- 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned STAR SOLUTIONS OF...Continuing Security Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Delaware
WELLS FARGO CONTINUING GUARANTY ----------------------------------------------- --------------------------------- TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation...Continuing Guaranty • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Colorado
WAIVER AND SUBORDINATION AGREEMENT This Waiver and Subordination Agreement ("Waiver"), dated as of February 18, 2005, is entered into by and between INCENTRA SOLUTIONS, INC., a Nevada corporation (the "Company") and LAURUS MASTER FUND, LTD., a Cayman...Waiver and Subordination Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT WELLS FARGO EQUIPMENT -------------------------------------- ------------------------------------------ 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned STAR SOLUTIONS OF DELAWARE, INC., or any of them...Security Agreement • February 23rd, 2005 • Incentra Solutions, Inc. • Services-business services, nec • Delaware
