EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of June 26, 2006, between
INCENTRA SOLUTIONS, INC., a Nevada corporation (the "Company") and the persons
or entities identified on the signature pages hereto as the "Shareholders" and
any other person or entity who may later become a party to this Agreement by
signing a Joinder Agreement in substantially the form attached hereto as Exhibit
A and their respective successors and assigns (each a "Shareholder", and
collectively "Shareholders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the terms of a Note Purchase Agreement dated as of
June 9, 2006 (the "Purchase Agreement") between the Company and Shareholders,
the Company has agreed to issue to the Shareholders Notes and Warrants
convertible into or exercisable for such number of shares of Common Stock, $.001
par value, of the Company (the "Common Stock") as determined in the Note and/or
Warrant; and
WHEREAS, as a condition precedent to the consummation of the
transactions contemplated by the Purchase Agreement, the Company has agreed to
provide certain registration rights pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, capitalized terms used
herein shall have the meanings set forth in the preambles hereto and in this
Section 1.
1.1 "COMMISSION" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
1.2 "COMMON STOCK" shall mean the common stock, par value
$.001 per share, of the Company or, in the case of a conversion,
reclassification or exchange of such shares of such Common Stock, shares of the
stock issued or issuable in respect of such shares of Common Stock, and all
provisions of this Agreement shall be applied appropriately thereto and to any
stock resulting therefrom.
1.3 "CONVERTIBLE NOTES" shall have the meaning set forth in
the Note Purchase Agreement.
1.4 "EFFECTIVENESS DATE" means a date no later than one
hundred fifty (150) days following the date hereof.
1.5 "EFFECTIVENESS PERIOD" has the meaning set forth in
Section 2(a).
1
1.6 "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, or any similar federal statute enacted hereafter, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.
1.7 "FILING DATE" means a date no later than ninety (90) days
following the date hereof.
1.8 "HOLDER" shall mean any holder of Registrable Securities;
provided, however, that any Person who acquires any of the Registrable
Securities in a distribution pursuant to a registration statement filed by the
Company under the Securities Act or pursuant to a public sale under Rule 144
under the Securities Act or any similar or successor rule shall not be
considered a Holder.
1.9 "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.
1.10 "PROSPECTUS" means the prospectus included in the
Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.
1.11 "REGISTER", "REGISTERED" and "REGISTRATION" shall refer
to a registration effected by preparing and filing a registration statement with
the Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.
1.12 "REGISTRABLE SECURITIES" shall mean the shares of Common
Stock issued to the Shareholder on conversion of the Notes and/or exercise of
the Warrants; PROVIDED, HOWEVER, that such shares of Common Stock shall only be
treated as Registrable Securities hereunder if and so long as they have not been
sold in a registered public offering or have not been sold to the public
pursuant to Rule 144 under the Securities Act or any similar or successor rule.
1.13 "REGISTRATION EXPENSES" shall mean all expenses incurred
by the Company in compliance herewith, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, the reasonable fees and
expenses (subject to documentation thereof) of one counsel for all Holders and
Other Stockholders that offer securities being sold pursuant to the Existing
Rights Agreements, and the expense of any special audits incident to or required
by any such registration
2
(but excluding the compensation of regular employees of the Company, which shall
be paid in any event by the Company).
1.14 "SECURITIES ACT" shall mean the Securities Act of 1933,
as amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.
1.15 "SELLING EXPENSES" shall mean all underwriting discounts
and commissions applicable to the sale of Registrable Securities.
2. REGISTRATION.
(a) On or prior to the Filing Date the Company shall prepare and file
with the Commission a Registration Statement covering the Registrable Securities
for a selling stockholder resale offering to be made on a continuous basis
pursuant to Rule 415. The Company shall cause the Registration Statement to
become effective and remain effective as provided herein. The Company shall use
its reasonable commercial efforts to cause each Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the Effectiveness Date. The
Company shall use its reasonable commercial efforts to keep each Registration
Statement continuously effective under the Securities Act until the date which
is the earlier date of when (i) all Registrable Securities covered by such
Registration Statement have been sold, or (ii) all Registrable Securities
covered by such Registration Statement may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant
to Rule 144(k), as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders or (iii) except with respect to the
shares issuable upon the exercise of the Warrants issued in connection with the
Note, all amounts payable under the Note have been paid in full (each, an
"Effectiveness Period").
(b) Within three business days of the Effectiveness Date, the Company
shall cause its counsel to issue a blanket opinion substantially in the form
attached hereto as Exhibit C, to the transfer agent stating that the shares are
subject to an effective registration statement and can be reissued free of
restrictive legend upon notice of a sale by the Purchaser and confirmation by
the Purchaser that it has complied with the prospectus delivery requirements,
provided that the Company or such counsel has not advised the transfer agent
orally or in writing that the opinion has been withdrawn. Copies of the blanket
opinion required by this Section 2(b) shall be delivered to the Purchaser within
the time frame set forth above.
(c) In the event that the Registration Statement is either (i) not
filed on or before the Filing Date, or (ii) not effective on or before the
Effective Date (either event a "Filing Deficiency"), the Company shall pay to
Holder, in cash, an amount equal to two percent (2%) of the then outstanding
principal amount of Convertible Notes held by Holder, or at the election of the
Holder Common Stock equal to two percent (2%) of the number of shares acquirable
upon full conversion of the Convertible Note held by the Holder, for each thirty
(30) days, or portion thereof, that the Filing Deficiency remains uncured.
3
3. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 2 of this Agreement shall be borne by the Company, except that Selling
Expenses shall be borne pro rata by each Holder in accordance with the number of
shares sold.
4. REGISTRATION PROCEDURES.
4.1 In the case of each registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in writing
as to the initiation of each registration and as to the completion thereof and
will, at its expense:
(a) prepare and file with the Commission the
Registration Statement with respect to such Registrable
Securities, respond as promptly as possible to any comments
received from the Commission, and use its reasonable
commercial efforts to cause such Registration Statement to
become and remain effective for the Effectiveness Period with
respect thereto, and promptly provide to the Purchaser copies
of all filings and Commission letters of comment relating
thereto;
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(c) Furnish such number of prospectuses and other
documents incident thereto, including any amendment of or
supplement to the prospectus, as a Holder from time to time
may reasonably request;
(d) Notify each seller of Registrable Securities
covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result
of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading or incomplete in the light of the circumstances
then existing, and at the request of any such seller, prepare
and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers
of such shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light
of the circumstances then existing;
4
(e) List all such Registrable Securities registered
in such registration on each securities exchange or automated
quotation system on which the Common Stock of the Company is
then listed;
(f) Provide a transfer agent and registrar for all
Registrable Securities and a CUSIP number for all such
Registrable Securities, in each case not later than the
effective date of such registration;
(g) Make available for inspection by any seller of
Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement, and any
attorney or accountant retained by any such seller or
underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause
the Company's officers and directors to supply all information
reasonably requested by any such seller, underwriter, attorney
or accountant in connection with such registration statement;
(h) Furnish to each selling Holder upon request a
signed counterpart, addressed to each such selling Holder, of
(i) an opinion of counsel for the Company,
dated the effective date of the registration
statement in form reasonably acceptable to the
Company and such counsel, and
(ii) "comfort" letters signed by the
Company's independent public accountants who have
examined and reported on the Company's financial
statements included in the registration statement, to
the extent permitted by the standards of the American
Institute of Certified Public Accountants, covering
such matters as are customarily covered in opinions
of issuer's counsel and accountants' "comfort"
letters delivered to underwriters in underwritten
public offerings of securities;
(i) Furnish to each selling Holder upon request a
copy of all documents filed with and all correspondence from
or to the Commission in connection with any such offering; and
(j) Make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen
months, beginning with the first month after the effective
date of the Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the
Securities Act.
5.2 It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Agreement that the Holders
proposing to register Registrable Securities shall furnish to the Company such
information regarding themselves, the Registrable Securities held by them, and
their intended method of distribution of such Registrable Securities
5
as the Company shall reasonably request and as shall be required in connection
with the action to be taken by the Company; provided that no Holder shall be
required to make any representations or warranties to or agreements (other than
a lock-up agreement pursuant to Section 11) with the Company or the
underwriters, other than representations, warranties or agreements regarding the
Holder, its Registrable Securities and its intended method of distribution and
any other representation required by law.
5.3 In connection with the preparation and filing of each
registration statement under this Agreement, the Company will give the Holders
on whose behalf such Registrable Securities are to be registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to review such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or supplement
thereto, and will give each such Holder such access to the Company's books and
records and such opportunities to discuss the business of the Company with its
officers, its counsel and the independent public accountants who have certified
the Company's financial statements, as shall be necessary, in the opinion of
such Holders or such underwriters or their respective counsel, in order to
conduct a reasonable and diligent investigation within the meaning of the
Securities Act.
6. INDEMNIFICATION.
6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify
each Holder, each of its officers, directors and partners, and each person
controlling such Holder, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each Person who controls any underwriter, against all claims,
losses, damages and liabilities (or actions, proceedings or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such Holder,
each of its officers, directors and partners, and each Person controlling such
Holder, each such underwriter and each Person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss, damage, liability
or action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission made in reliance upon and based
upon written information furnished to the Company by such Holder or underwriter
and stated to be specifically for use therein.
6.2 INDEMNIFICATION BY THE HOLDERS. Each Holder will, if
Registrable Securities held by him are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each
6
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company (other than such Holder) or such
underwriter within the meaning of the Securities Act and the rules and
regulations thereunder, each other such Holder and each of their officers,
directors and partners, and each Person controlling such Holder or other
stockholder, against all claims, losses, damages, expenses and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, each of its directors and officers, each underwriter or control
Person, each other Holder and each of their officers, directors and partners and
each Person controlling such Holder or other stockholder for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein.
6.3 NOTICES OF CLAIMS, PROCEDURES, ETC. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the Indemnified Party's
sole expense, and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6 unless such failure is prejudicial to the
ability of Indemnifying Party to defend such claim or action. Notwithstanding
the foregoing, such Indemnified Party shall have the right to employ its own
counsel in any such litigation, proceeding or other action if (i) the employment
of such counsel has been authorized by the Indemnifying Party, in its sole and
absolute discretion, or (ii) the named parties in any such claims (including any
impleaded parties) include any such Indemnified Party and the Indemnified Party
and the Indemnifying Party shall have been advised in writing (in suitable
detail) by counsel to the Indemnified Party either (A) that there may be one or
more legal defenses available to such Indemnified Party which are different from
or additional to those available to the Indemnifying Party, or (B) that there is
a conflict of interest by virtue of the Indemnified Party and the Indemnifying
Parties having common counsel, in any of which events, the legal fees and
expenses of a single counsel for all Indemnified Parties with respect to each
such claim, defense thereof, or counterclaims thereto shall be borne by
Indemnifying Party. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall cooperate to the extent reasonably
required and furnish such information
7
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.
7. INFORMATION BY HOLDER. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement; provided that no
Holder shall be required to make any representations or warranties to or
agreements (other than a lock-up agreement pursuant to Section 11) with the
Company or the underwriters, other than representations, warranties or
agreements regarding the Holder, its Registrable Securities and its intended
method of distribution and any other representation required by law.
8. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register securities granted by the Company under this Agreement
may be transferred or assigned by a Holder to a transferee or assignee of any
Registrable Securities; provided that the Company is given written notice at or
prior to the time of said transfer or assignment, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned; and provided
further that the transferee or assignee of such rights assumes in writing the
obligations of a Holder under this Agreement to the Company and other Holders in
effect at the time of transfer under all effective agreements.
9. EXCHANGE ACT COMPLIANCE. So long as the Company remains subject to
the reporting requirements of the Exchange Act, the Company shall file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the Commission thereunder, and will
take all actions reasonably necessary to enable holders of Registrable
Securities to sell such securities without registration under the Securities Act
within the limitation of the provisions of (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, if applicable or
(c) any similar rules or regulations hereunder adopted by the Commission. Upon
the request of any Holder of Registrable Securities, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements. After any sale of Registrable Securities pursuant to the
provisions of Rule 144 or 144A, the Company will, to the extent allowed by law,
cause any restrictive legends to be removed and any transfer restrictions to be
rescinded with respect to such Registrable Securities. In order to permit a
Holder to sell the same, if it so desires, pursuant to Rule 144A promulgated by
the Commission (or any successor to such rule), the Company will comply with all
rules and regulations of the Commission applicable in connection with use of
Rule 144A (or any successor thereto). Prospective transferees of Registrable
Securities that are Qualified Institutional Buyers (as defined in Rule 144A)
that would be purchasing such Registrable Securities in reliance upon Rule 144A
may request from the Company information regarding the business, operations and
assets of the Company. Within five (5) business days of any such request, the
Company shall deliver to any such prospective transferee copies of annual
audited and quarterly unaudited
8
financial statements of the Company and such other information as may be
required to be supplied by the Company for it to comply with Rule 144A.
10. NO CONFLICT OF RIGHTS. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement. Without limiting the generality
of the foregoing, the Company will not hereafter enter into any agreement with
respect to its securities which grants, or modifies any existing agreement with
respect to its securities to grant, to the holder of its securities equal or
higher priority to the rights granted to the Holders under Sections 2 and 3 of
this Agreement.
11. BENEFITS OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, legal representatives and heirs. This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any other Person.
12. COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding among the parties with respect to its subject matter and
supersedes all existing agreements and understandings, whether oral or written,
among them. No alteration or modification of any provisions of this Agreement
shall be valid unless made in writing and signed, on the one hand, by the
Holders of a majority of the Registrable Securities then outstanding and, on the
other, by the Company.
13. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14. NOTICES. All notices, offers, acceptances and other communications
required or permitted to be given or to otherwise be made to any party to this
Agreement shall be deemed to be sufficient if contained in a written instrument
delivered by hand, first class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
if to the Company, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Chief Financial Officer, with a copy to ▇▇▇▇ Guest, Esq., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and if to the Shareholders, to the respective addresses set
forth on Exhibit B attached hereto and made a part hereof, or at such other
address or addresses as may have been furnished the Company in writing.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Any party may change the address to which each such notice or communication
shall be sent by giving written notice to the other parties of such new address
in the manner provided herein for giving notice.
9
15. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Colorado without
giving effect to the provisions, policies or principles thereof respecting
conflict or choice of laws.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original but all of which taken
together shall constitute one and the same agreement.
17. SEVERABILITY. Any provision of this Agreement which is determined
to be illegal, prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, prohibition or
unenforceability without invalidating the remaining provisions hereof which
shall be severable and enforceable according to their terms and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
[REMAINDER OF PAGE INTENTINALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
10
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.
INCENTRA SOLUTIONS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
Title: Chief Executive Officer
11
SHAREHOLDER:
------------------------------------------------------ ------------------ ----------------------- ---------------
NAME PURCHASE PRICE PRINCIPAL AMOUNT OF NUMBER OF
NOTE WARRANTS
------------------------------------------------------ ------------------ ----------------------- ---------------
RAB American Opportunities Fund Limited $600,000 $600,000 142,800
------------------------------------------------------ ------------------ ----------------------- ---------------
Signature:
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------
/s/▇. ▇▇▇▇▇
--------------------------
Its: Authorized Signatories
SHAREHOLDER:
------------------------------------------------------ ------------------ ----------------------- ---------------
Name Purchase Price Principal Amount of Number of
Note Warrants
------------------------------------------------------ ------------------ ----------------------- ---------------
RAB North American Dynamic Fund $250,000 $250,000 59,200
------------------------------------------------------ ------------------ ----------------------- ---------------
Signature:
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------
/s/▇. ▇▇▇▇▇
--------------------------
Its: Authorized Signatories
12
EXHIBIT A
FORM OF JOINDER AGREEMENT
13
EXHIBIT B
SHAREHOLDER ADDRESSES
14
EXHIBIT C
[Month __, 2006]
[Continental Stock Transfer
& Trust Company
Two ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇]
Re: INCENTRA SOLUTIONS, INC.
REGISTRATION STATEMENT
----------------------
Ladies and Gentlemen:
As counsel to Incentra Solutions, Inc., a Nevada corporation (the
"Company"), we have been requested to render our opinion to you in connection
with the resale by the individuals or entitles listed on Schedule A attached
hereto (the "Selling Stockholders"), of an aggregate of [amount]shares (the
"Shares") of the Company's Common Stock.
The Company's Registration Statement (Reg. No. 333-____) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the resale of the Shares was declared effective by the
Securities and Exchange Commission on [date]. Enclosed is a copy of the
Prospectus dated [date] included in the Registration Statement. We understand
that the Shares are to be offered and sold in the manner described in the
Prospectus.
Based upon the foregoing, upon request by the Selling Stockholders at
any time while the Registration Statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the Registration Statement is not available or effective at any point in
the future.
Very truly yours,
[Company counsel]
15
SCHEDULE A
Shares
Selling Stockholder Being Offered
------------------- -------------
16