REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Warrant referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of July 31, 2007, among Calliope Capital Corporation (the “Pledgee”), Incentra Solutions, Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • Colorado
This AGREEMENT (the “Agreement”) is made as of the date signed (the “Effective Date”), by and between Incentra Helio Acquisition Corp., a Delaware corporation (“Employer”) with its headquarters located in Boulder, Colorado (the “Employer”), and Dave Condensa (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 2007, between INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and Pagemill Partners, LLC (“Pagemill”).
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...Incentra Solutions, Inc. • August 23rd, 2007 • Services-business services, nec
INCENTRA SOLUTIONS, INC., a corporation organized under the laws of the State of Nevada (“ICNS”), hereby certifies that, for value received, PAGEMILL PARTNERS, LLC, or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., Denver, Colorado time, through the close of business August 20, 2012 (the “Expiration Date”), up to 600,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), at the applicable Exercise Price (as defined below) per share. The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) dated as of August ___, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent”), INCENTRA HELIO ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HELIO SOLUTIONS, INC., a California corporation (the “Company”), and DAVID CONDENSA, as Shareholders’ Representative.
SECURITY AGREEMENTSecurity Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California
Agreement made and entered into August 16, 2007, between Incentra Solutions, Inc. and its subsidiaries, affiliates (collectively referred to as “SECURED PARTY”) with its principal office at 1140 Pearl Street, Boulder, CO 80302 and David Condensa, Bert Condensa, Dave Auerweck, Kevin Hawkins and Terri Marine (hereinafter collectiely called “DEBTOR”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) dated as of August ___, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent”), INCENTRA HELIO ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HELIO SOLUTIONS, INC., a California corporation (the “Company”), and DAVID CONDENSA, as Shareholders’ Representative.
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California
LOCK-UP AND VOTING AGREEMENT (the “Agreement”) dated as of August ___, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and each Person whose name appears on Schedule A attached hereto (each a “Former Helio Stockholder”).
STOCK SALE AND PURCHASE AGREEMENTStock Sale and Purchase Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California
THIS Agreement made and entered into this the 14th day of August, 2007, by and between Incentra Solutions, Inc., a Nevada corporation (“Purchaser”), and Paul Chopra (“Chopra”).
ContractIncentra Solutions, Inc. • August 23rd, 2007 • Services-business services, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE 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.
INCENTRA SOLUTIONS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTSubsidiaries Master Security Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
INCENTRA SOLUTIONS, INC. SECURITIES PURCHASE AGREEMENT July 31, 2007Securities Purchase Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2007, by and between INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and CALLIOPE CAPITAL CORPORATION, a Delaware corporation (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INCENTRA SOLUTIONS, INC. INCENTRA HELIO ACQUISITION CORP. HELIO SOLUTIONS, INC. AND DAVID CONDENSA, AS SHAREHOLDERS’ REPRESENTATIVE Dated as of August ___, 2007Agreement and Plan of Merger • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August ___, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent”), INCENTRA HELIO ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HELIO SOLUTIONS, INC., a California corporation (the “Company”), and DAVID CONDENSA, as Shareholders’ Representative (as defined in Section 8.6).
ESCROW AGREEMENTEscrow Agreement • August 23rd, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California
This Escrow Agreement is dated as of the effective date (the “Effective Date”) set forth on schedule 1 attached hereto (“Schedule 1”) by and among the Parent identified on Schedule 1 (the “Parent”), David Condensa solely in his capacity as Shareholders’ Representative, as defined in that certain Agreement and Plan of Merger By and Among Incentra Solutions, Inc., Incentra Helio Acquisition Corp., Helio Solutions, Inc., and David Condensa, as Shareholders’ Representative, dated as of August __, 2007 (the “Shareholders’ Representative”), and JPMorgan Chase Bank, N.A. as escrow agent hereunder (the “Escrow Agent”).
