REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2008 • Incentra Solutions, Inc. • Services-business services, nec • New York
This Agreement is made pursuant to the Security Agreement, dated as of February 6, 2006, by and among the Company, each Eligible Subsidiary set forth therein (collectively with the Company, the “Companies”), Laurus Master Fund, Ltd. (“Laurus”) and the Purchaser, as partial assignee of Laurus (as amended, modified or supplemented from time to time, the “Security Agreement”), as such Security Agreement and Ancillary Agreements (as defined in the Security Agreement) have been assigned in part by Laurus to Purchaser pursuant to that certain Assignment and Amendment Agreement dated as of the date hereof among Laurus, Valens, the Company and the Companies (the “Assignment Agreement”).
ContractIncentra Solutions, Inc. • January 4th, 2008 • 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.
SHAWN O'GRADY EMPLOYMENT AGREEMENT EXTENSIONShawn O'Grady • January 4th, 2008 • Incentra Solutions, Inc. • Services-business services, nec
This extension (the "Extension") to the Shawn O'Grady Employment Agreement dated October 10, 2005 (the "Employment Agreement"), by and between Incentra Solutions, Inc., a Nevada corporation with its headquarters located in Boulder, Colorado (the "Employer"), and Shawn O'Grady (the "Executive") is entered into this 31st day of December, 2007. In consideration of the mutual covenants contained in the Employment Agreement and this Extension, the Employer and the Executive agree as follows:
VALENS U.S. SPV I, LLC CALLIOPE CAPITAL CORPORATIONIncentra Solutions, Inc. • January 4th, 2008 • Services-business services, nec • New York
Reference is made to (a) the Securities Purchase Agreement dated as of July 31, 2007 by and between Incentra Solutions, Inc. (the “Company”) and Calliope Capital Corporation (“Calliope”) (as amended, restated, modified and/or supplemented from time to time, the “SPA”); and (b) the Secured Term Note effective as of July 31, 2007 made by the Company in favor of Calliope in the original principal amount of $12,000,000 (as amended, restated, modified and/or supplemented from time to time, the “Note”). Reference is further made to the fact that pursuant to one or more instruments of assignment, subsequent to July 31, 2007, Calliope assigned a portion of its interest in the Note, the SPA, any Related Agreements (as defined in the SPA) and collateral security therefor to Valens U.S. SPV I, LLC (“Valens”).
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • January 4th, 2008 • Incentra Solutions, Inc. • Services-business services, nec • New York
THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”) dated as of December 28, 2007 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Assignor”); VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Assignee”); INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent“), PWI TECHNOLOGIES, INC., a Washington corporation (“PWI”), MANAGEDSTORAGE INTERNATIONAL, INC., a Delaware corporation (“MSI”), INCENTRA SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“ISI”), INCENTRA SOLUTIONS OF CALIFORNIA, INC., a Delaware corporation (“ISC”), NETWORK SYSTEM TECHNOLOGIES, INC., an Illinois corporation (“NST”), TACTIX, INC., an Oregon corporation (“Tactix”), INCENTRA SOLUTIONS OF THE NORTHEAST, INC., a Delaware corporation (“ISN”), SALES STRATEGIES, INC., a New Jersey corporation (“SSI”) and INCENTRA HELIO ACQUISITION CORP., a Delaware corporation (“Helio,” and collectively with Parent, PWI, MSI, ISI, ISC, NST, Tactix, SSI and ISN, the “Companies”, and individually
