SUBLEASE CB RICHARD ELLIS, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKERGenuTec Business Solutions, Inc. • August 14th, 2006
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.”
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
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 • 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.”
