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Securities Purchase Agreement

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Title:

Securities Purchase Agreement

Entities:

Iowa Seed Fund LLC

Date:

2007

Size:

90KB total

Price:

$45

ID:

#2998700

► Purchase & Sale ► Purchase ► Stock ► Securities Purchase Agreements

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INCENTRA SOLUTIONS, INC.

SECURITIES PURCHASE AGREEMENT

July 31, 2007

TABLE OF CONTENTS


			Page


1.	Agreement to Sell and Purchase		1

2.	Fees and Warrant		1

3.	Closing, Delivery and Payment		2
	3.1	Closing	2
	3.2	Delivery	2

4.	Representations and Warranties of the Company		2
	4.1	Organization, Good Standing and Qualification	2
	4.2	Subsidiaries	3
	4.3	Capitalization; Voting Rights	3
	4.4	Authorization; Binding Obligations	4
	4.5	Liabilities; Solvency	5
	4.6	Agreements; Action	5
	4.7	Obligations to Related Parties	6
	4.8	Changes	7
	4.9	Title to Properties and Assets; Liens, Etc	8
	4.10	Intellectual Property	9
	4.11	Compliance with Other Instruments	9
	4.12	Litigation	9
	4.13	Tax Returns and Payments	10
	4.14	Employees	10
	4.15	Registration Rights and Voting Rights	11
	4.16	Compliance with Laws; Permits	11
	4.17	Environmental and Safety Laws	11
	4.18	Valid Offering	12
	4.19	Full Disclosure	12
	4.20	Insurance	12
	4.21	SEC Reports	12
	4.22	Listing	12
	4.23	No Integrated Offering	13
	4.24	Stop Transfer	13
	4.25	Dilution	13
	4.26	Patriot Act	13

5.	Representations and Warranties of the Purchaser		14
	5.1	No Shorting	14
	5.2	Requisite Power and Authority	14
	5.3	Investment Representations	15
	5.4	Purchaser Bears Economic Risk	15
	5.5	Acquisition for Own Account	15
	5.6	Purchaser Can Protect Its Interest	15
	5.7	Accredited Investor	15


	5.8	Legends	15

6.	Covenants of the Company		16
	6.1	Stop-Orders	16
	6.2	Listing	17
	6.3	Market Regulations	17
	6.4	Reporting Requirements	17
	6.5	Use of Funds	17
	6.6	Access to Facilities	17
	6.7	Taxes	18
	6.8	Insurance	18
	6.9	Intellectual Property	19
	6.10	Properties	19
	6.11	Confidentiality	19
	6.12	Required Approvals	19
	6.13	Reissuance of Securities	20
	6.14	Opinion	21
	6.15	Margin Stock	21
	6.16	[Intentionally Deleted]	21
	6.17	Notice of Default	21

7.	Covenants of the Purchaser		21
	7.1	Confidentiality	21
	7.2	Non-Public Information	21
	7.3	Intentionally Omitted]	21

8.	Covenants of the Company and Purchaser Regarding Indemnification		21
	8.1	Company Indemnification	21
	8.2	Purchaser?s Indemnification	22
	8.3	Procedures	22

9.	Registration Rights		22
	9.1	Registration Rights Granted	22
	9.2	Offering Restrictions	22

10.	Miscellaneous		22
	10.1	Governing Law	22
	10.2	Survival	24
	10.3	Successors	24
	10.4	Entire Agreement; Maximum Interest	24
	10.5	Severability	25
	10.6	Amendment and Waiver	25
	10.7	Delays or Omissions	25
	10.8	Notices	25
	10.9	Titles and Subtitles	26
	10.10	Facsimile Signatures; Counterparts	26
	10.11	Broker?s Fees	26
	10.12	Construction	26

LIST OF EXHIBITS


Form of Term Note	Exhibit A
Form of Warrant	Exhibit B

Form of Escrow Agreement	Exhibit C
Form of Disbursement Letter	Exhibit D
Form of Opinion	Exhibit E
Form of Subsidiary Guarantee	Exhibit F

iii

SECURITIES PURCHASE AGREEMENT

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?).

RECITALS

WHEREAS, the Company has authorized the sale to the Purchaser of a Secured Term Note in the aggregate principal amount of Twelve Million Dollars ($12,000,000) (the ?Note?);

WHEREAS, the Company wishes to issue a penny warrant to the Purchaser to purchase up to 3,750,000 shares of the Company?s Common Stock (subject to adjustment as set forth therein) in connection with Purchaser?s purchase of the Note;

WHEREAS, Purchaser desires to purchase the Note and the Warrant (as defined in Section 2) on the terms and conditions set forth herein; and

WHEREAS, the Company desires to issue and sell the Note and Warrant to Purchaser on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Note and the Warrant. The offering of the Note and the Warrant purchased on the Closing Date shall be known as the ?Offering.? A form of the Note is annexed hereto as Exhibit A. The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and the Warrant (as defined in Section 2) and the Common Stock issuable upon exercise of the Warrant are referred to as the ?Securities.?

2. Fees and Warrant. On the Closing Date:


	(a)	The Company will issue and deliver to the Purchaser a Warrant to purchase up to 3,750,000 shares of Common Stock in connection with the Offering (the ?Warrant?) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The shares of Common Stock issuable upon exercise of the Warrant are hereinafter as referred to as the ?Warrant Shares?.


	(b)	Subject to the terms of Section 2(c) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of the Purchaser (?LCM?), a non-refundable payment in an amount equal to $415,000 (the ?LCM Payment?) which LCM Payment is intended to defray certain of LCM?s due diligence, legal and other expenses incurred in connection with the entering into of this Agreement and the Related Agreements and all related matters.

	(c)	The LCM Paymentshall be paid at closing out of funds held pursuant to a Funds Escrow Agreement of even date herewith among the Company, Purchaser and an Escrow Agent in the form attached hereto as Exhibit C (the ?Funds Escrow Agreement?) and a disbursement letter in the form attached hereto as Exhibit D (the ?Disbursement Letter?).

3. Closing, Delivery and Payment.

3.1 Closing. Subject to the terms and conditions set forth herein, the closing of the transactions contemplated hereby (the ?Closing?), shall take place on such date, and at such time or place, as the Company and Purchaser shall mutually agree (such date is hereinafter referred to as the ?Closing Date?).

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