OMNIBUS AMENDMENTSecurity Agreement • June 22nd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
This Omnibus Amendment (this “Amendment”), dated as of June 18, 2007, is entered into by INCENTRA SOLUTIONS, INC. (f/k/a Front Porch Digital, Inc.) a Nevada corporation (the “Company”), each of the undersigned Subsidiaries of the Company and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of each of (i) that certain Security Agreement, dated as of February 6, 2006, by and among the Company, Network System Technologies, Inc., an Illinois corporation (“NST”), Tactix, Inc., an Oregon corporation (“Tactix”), Incentra Solutions of the Northeast, Inc., a Delaware corporation (“ISNE”), PWI Technologies, Inc., a Washington corporation (“PWI”), Incentra Solutions of California, Inc., a Delaware corporation (“ISC”), ManagedStorage International, Inc.,a Delaware corporation (“MSI”), Incentra Solutions International, Inc., a Delaware corporation (“ISI” and together with the Company, NST, Tactix, ISNE, PWI, ISC, MSI and ISI, the “Credit Parties”
ContractWarrant Agreement • June 22nd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
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 MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INCENTRA SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
