Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT 

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      December 28, 2007, by and between INCENTRA SOLUTIONS, INC., a Nevada corporation
      (the “Company”), and Valens U.S. SPV I, LLC (the “Purchaser”).

     

    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”).

     

    The
      Company and the Purchaser hereby agree as follows: 

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Security Agreement shall have the meanings given such terms in the Security
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Assignment
      Agreement”
shall
      have the meaning set forth in the second paragraph of this
      Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      shares of the Company’s common stock, par value $0.001 per share.

     

    “Effectiveness
      Date”
means
      (i) with respect to the initial Registration Statement required to be filed
      hereunder, a date no later than one hundred eighty (180) days following the
      date
      hereof and (ii) with respect to each additional Registration Statement required
      to be filed hereunder, a date no later than thirty (30) days following the
      applicable Filing Date.

     

    “Effectiveness
      Period”
has
      the
      meaning set forth in Section 2(a).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.

     

    “Filing
      Date”
means,
      with respect to (i) the shares of Common Stock issuable upon exercise of the
      Warrant issued to Purchaser, a date no later than one hundred five (105) days
      following the date hereof, (ii) the shares of Common Stock issuable upon the
      exercise of any other Warrant issued to Purchaser, the date which is thirty
      (30)
      days after the date of the issuance of such Warrant, and (iii) the shares of
      Common Stock issuable to the Holder as a result of adjustments to the
Exercise
      Price
      made
      pursuant to the Warrant or otherwise, thirty (30) days after the occurrence
      such
      event or the date of the adjustment of the Exercise Price. 


    
      
        
        

      

      
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    “Holder”
or
      “Holders”
means
      the Purchaser or any of its affiliates or transferees to the extent any of
      them
      hold Registrable Securities, other than those purchasing Registrable Securities
      in a market transaction.

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
has
      the
      meaning set forth in Section 5(c).

     

      “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    “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. 

     

    “Registrable
      Securities”
means
      the shares of Common Stock issued upon the exercise of the Warrants.


     

    “Registration
      Statement”
means
      each registration statement required to be filed hereunder, including the
      Prospectus therein, amendments and supplements to such registration statement
      or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and any successor statute.

     

    “Security
      Agreement”
shall
      have the meaning set forth in the second paragraph of this
      Agreement.

     

    “Trading
      Market”
means
      any of the NASD Over the Counter Bulletin Board, NASDAQ Capital Market, the
      NASDAQ National Market, the American Stock Exchange or the New York Stock
      Exchange. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Warrants”
means
      the Common Stock purchase warrants issued in connection with the Assignment
      Agreement, whether on the date hereof or thereafter.

     

    2. Registration.

     

    
      	 	
              (a)

            	
              On
                or prior to each 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 Registration Statement shall be on Form
                SB-2 or
                Form S-3 (except if the Company is not then eligible to register
                for
                resale the Registrable Securities on such Forms, in which case such
                registration shall be on another appropriate form in accordance herewith).
                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 (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 A, 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.
                

            


    

     

    3. Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will, as expeditiously as possible: 

     

    
      	 	
              (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 therewith
                as
                may be necessary to comply with the provisions of the Securities
                Act with
                respect to the disposition of all Registrable Securities covered
                by such
                Registration Statement and to keep such Registration Statement effective
                until the expiration of the Effectiveness Period applicable to such
                Registration Statement;

            


    

     

    
      	 	
              (c)

            	
              furnish
                to the Purchaser such number of copies of the Registration Statement
                and
                the Prospectus included therein (including each preliminary Prospectus)
                as
                the Purchaser reasonably may request to facilitate the public sale
                or
                disposition of the Registrable Securities covered by such Registration
                Statement;

            


    

     

    
      	 	
              (d)

            	
              use
                its reasonable commercial efforts to register or qualify the Purchaser’s
                Registrable Securities covered by such Registration Statement under
                the
                securities or “blue sky” laws of such jurisdictions within the United
                States as the Purchaser may reasonably request, provided, however,
                that
                the Company shall not for any such purpose be required to qualify
                generally to transact business as a foreign corporation in any
                jurisdiction where it is not so qualified or to consent to general
                service
                of process in any such
                jurisdiction;

            


    

     

    
      	 	
              (e)

            	
              list
                the Registrable Securities covered by such Registration Statement
                with any
                securities exchange on which the Common Stock of the Company is then
                listed; 

            


    

     

    
      	 	
              (f)

            	
              immediately
                notify the Purchaser at any time when a Prospectus relating thereto
                is
                required to be delivered under the Securities Act, of the happening
                of any
                event of which the Company has knowledge as a result of which the
                Prospectus contained 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 in light of the circumstances then
                existing; and

            


    

     

    
      	 	
              (g)

            	
              make
                available for inspection by the Purchaser and any attorney, accountant
                or
                other agent retained by the Purchaser, all publicly available,
                non-confidential financial and other records, pertinent corporate
                documents and properties of the Company, and cause the Company’s officers,
                directors and employees to supply all publicly available, non-confidential
                information reasonably requested by the attorney, accountant or agent
                of
                the Purchaser.

            


    

     

    4. Registration
      Expenses.
      All
      expenses relating to the Company’s compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or “blue sky” laws, fees of
      the NASD, transfer taxes, fees of transfer agents and registrars, fees of,
      and
      disbursements incurred by, one counsel for the Holders, are called “Registration
      Expenses”. All selling commissions applicable to the sale of Registrable
      Securities, including any fees and disbursements of any special counsel to
      the
      Holders beyond those included in Registration Expenses, are called “Selling
      Expenses.” The Company shall only be responsible for all Registration
      Expenses.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Indemnification.

     

    
      	 	
              (a)

            	
              In
                the event of a registration of any Registrable Securities under the
                Securities Act pursuant to this Agreement, the Company will indemnify
                and
                hold harmless each Holder, and its officers, directors and each other
                person, if any, who controls each Holder within the meaning of the
                Securities Act, against any losses, claims, damages or liabilities,
                joint
                or several, to which such Holder, or such persons may become subject
                under
                the Securities Act or otherwise, insofar as such losses, claims,
                damages
                or liabilities (or actions in respect thereof) arise out of or are
                based
                upon any untrue statement or alleged untrue statement of any material
                fact
                contained in any Registration Statement under which such Registrable
                Securities were registered under the Securities Act pursuant to this
                Agreement, any preliminary Prospectus or final Prospectus contained
                therein, or any amendment or supplement thereof, or arise out of
                or are
                based upon the 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 such Holder, and each
                such
                person for any reasonable legal or other expenses incurred by them
                in
                connection with investigating or defending any such loss, claim,
                damage,
                liability or action; provided, however, that the Company will not
                be
                liable in any such case if and to the extent that any such loss,
                claim,
                damage or liability arises out of or is based upon an untrue statement
                or
                alleged untrue statement or omission or alleged omission so made
                in
                conformity with information furnished by or on behalf of the Purchaser
                or
                any such person in writing specifically for use in any such
                document.

            


    

     

    
      	 	
              (b)

            	
              In
                the event of a registration of the Registrable Securities under the
                Securities Act pursuant to this Agreement, the Purchaser will indemnify
                and hold harmless the Company, and its officers, directors and each
                other
                person, if any, who controls the Company within the meaning of the
                Securities Act, against all losses, claims, damages or liabilities,
                joint
                or several, to which the Company or such persons may become subject
                under
                the Securities Act or otherwise, insofar as such losses, claims,
                damages
                or liabilities (or actions in respect thereof) arise out of or are
                based
                upon any untrue statement or alleged untrue statement of any material
                fact
                which was furnished in writing by the Purchaser to the Company expressly
                for use in (and such information is contained in) the Registration
                Statement under which such Registrable Securities were registered
                under
                the Securities Act pursuant to this Agreement, any preliminary Prospectus
                or final Prospectus contained therein, or any amendment or supplement
                thereof, or arise out of or are based upon the 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 and each such person for any reasonable legal
                or
                other expenses incurred by them in connection with investigating
                or
                defending any such loss, claim, damage, liability or action, provided,
                however, that the Purchaser will be liable in any such case if and
                only to
                the extent that any such loss, claim, damage or liability arises
                out of or
                is based upon an untrue statement or alleged untrue statement or
                omission
                or alleged omission so made in conformity with information furnished
                in
                writing to the Company by or on behalf of the Purchaser specifically
                for
                use in any such document. Notwithstanding the provisions of this
                paragraph, the Purchaser shall not be required to indemnify any person
                or
                entity in excess of the amount of the aggregate net proceeds received
                by
                the Purchaser in respect of Registrable Securities in connection
                with any
                such registration under the Securities
                Act.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              Promptly
                after receipt by a party entitled to claim indemnification hereunder
                (an
                “Indemnified Party”) of notice of the commencement of any action, such
                Indemnified Party shall, if a claim for indemnification in respect
                thereof
                is to be made against a party hereto obligated to indemnify such
                Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party
                in writing thereof, but the omission so to notify the Indemnifying
                Party
                shall not relieve it from any liability which it may have to such
                Indemnified Party other than under this Section 5(c) and shall only
                relieve it from any liability which it may have to such Indemnified
                Party
                under this Section 5(c) if and to the extent the Indemnifying Party
                is
                prejudiced by such omission. In case any such action shall be brought
                against any Indemnified Party and it shall notify the Indemnifying
                Party
                of the commencement thereof, the Indemnifying Party shall be entitled
                to
                participate in and, to the extent it shall wish, to assume and undertake
                the defense thereof with counsel satisfactory to such Indemnified
                Party,
                and, after notice from the Indemnifying Party to such Indemnified
                Party of
                its election so to assume and undertake the defense thereof, the
                Indemnifying Party shall not be liable to such Indemnified Party
                under
                this Section 5(c) for any legal expenses subsequently incurred by
                such
                Indemnified Party in connection with the defense thereof; if the
                Indemnified Party retains its own counsel, then the Indemnified Party
                shall pay all fees, costs and expenses of such counsel, provided,
                however,
                that, if the defendants in any such action include both the Indemnified
                Party and the Indemnifying Party and the Indemnified Party shall
                have
                reasonably concluded that there may be reasonable defenses available
                to it
                which are different from or additional to those available to the
                Indemnifying Party or if the interests of the Indemnified Party reasonably
                may be deemed to conflict with the interests of the Indemnifying
                Party,
                the Indemnified Party shall have the right to select one separate
                counsel
                and to assume such legal defenses and otherwise to participate in
                the
                defense of such action, with the reasonable expenses and fees of
                such
                separate counsel and other expenses related to such participation
                to be
                reimbursed by the Indemnifying Party as incurred.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              In
                order to provide for just and equitable contribution in the event
                of joint
                liability under the Securities Act in any case in which either (i)
                the
                Purchaser, or any officer, director or controlling person of the
                Purchaser, makes a claim for indemnification pursuant to this Section
                5
                but it is judicially determined (by the entry of a final judgment
                or
                decree by a court of competent jurisdiction and the expiration of
                time to
                appeal or the denial of the last right of appeal) that such
                indemnification may not be enforced in such case notwithstanding
                the fact
                that this Section 5 provides for indemnification in such case, or
                (ii)
                contribution under the Securities Act may be required on the part
                of the
                Purchaser or such officer, director or controlling person of the
                Purchaser
                in circumstances for which indemnification is provided under this
                Section
                5; then, and in each such case, the Company and the Purchaser will
                contribute to the aggregate losses, claims, damages or liabilities
                to
                which they may be subject (after contribution from others) in such
                proportion so that the Purchaser is responsible only for the portion
                represented by the percentage that the public offering price of its
                securities offered by the Registration Statement bears to the public
                offering price of all securities offered by such Registration Statement,
                provided, however, that, in any such case, (A) the Purchaser will
                not be
                required to contribute any amount in excess of the public offering
                price
                of all such securities offered by it pursuant to such Registration
                Statement; and (B) no person or entity guilty of fraudulent
                misrepresentation (within the meaning of Section 10(f) of the Act)
                will be
                entitled to contribution from any person or entity who was not guilty
                of
                such fraudulent misrepresentation.

            


    

     

    6. Representations
      and Warranties.

     

    
      	 	
              (a)

            	
              The
                Common Stock of the Company is registered pursuant to Section 12(b)
                or
                12(g) of the Exchange Act and, except with respect to certain matters
                which the Company has disclosed to the Purchaser on Schedule 4.21
                to the
                Security Agreement, the Company has timely filed all proxy statements,
                reports, schedules, forms, statements and other documents required
                to be
                filed by it under the Exchange Act. The Company has filed its Annual
                Report on Form 10-K for its fiscal years ended December 31, 2005
                and
                December 31, 2006 and its Quarterly Reports on Form 10-Q for the
                fiscal quarters ended March 31, 2007, June 30, 2007 and September
                30, 2007
                (collectively, the “SEC Reports”). To the knowledge of the Company, each
                of the SEC Reports was, at the time of its filing, in substantial
                compliance with the requirements of its respective form and none
                of the
                SEC Reports, nor the financial statements (and the notes thereto)
                included
                in the SEC Reports, as of its respective filing date, contained any
                untrue
                statement of a material fact or omitted to state a material fact
                required
                to be stated therein or necessary to make the statements therein,
                in light
                of the circumstances under which they were made, not misleading.
                The
                financial statements of the Company included in the SEC Reports comply
                as
                to form in all material respects with applicable accounting requirements
                and the published rules and regulations of the Commission or other
                applicable rules and regulations with respect thereto. Such financial
                statements have been prepared in accordance with generally accepted
                accounting principles (“GAAP”) applied on a consistent basis during the
                periods involved (except (i) as may be otherwise indicated in such
                financial statements or the notes thereto or (ii) in the case of
                unaudited
                interim statements, to the extent they may not include footnotes
                or may be
                condensed) and fairly present in all material respects the financial
                condition, the results of operations and the cash flows of the Company
                and
                its subsidiaries, on a consolidated basis, as of, and for, the periods
                presented in each such SEC Report.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              The
                Common Stock is listed for trading on the NASD Over-the-Counter Bulletin
                Board (“OTCBB”) and satisfies all requirements for the continuation of
                such listing. The Company has not received any notice that its Common
                Stock will be no longer quoted on the OTCBB (except for prior notices
                which have been fully remedied) or that the Common Stock does not
                meet all
                requirements for the continuation of such
                listing.

            


    

     

    
      	 	
              (c)

            	
              Neither
                the Company, nor any of its affiliates, nor any person acting on
                its or
                their behalf, has directly or indirectly made any offers or sales
                of any
                security or solicited any offers to buy any security under circumstances
                that would cause the offering of the Securities pursuant to the Assignment
                Agreement to be integrated with prior offerings by the Company for
                purposes of the Securities Act which would prevent the Company from
                selling the Common Stock pursuant to Rule 506 under the Securities
                Act, or
                any applicable exchange-related stockholder approval provisions,
                nor will
                the Company or any of its affiliates or subsidiaries take any action
                or
                steps that would cause the offering of the Securities to be integrated
                with other offerings (other than such concurrent offerings to the
                Purchaser).

            


    

     

    
      	 	
              (d)

            	
              The
                Warrants and the shares of Common Stock which the Purchaser may acquire
                pursuant to the Warrants are all restricted securities under the
                Securities Act as of the date of this Agreement. The Company will
                not
                issue any stop transfer order or other order impeding the sale and
                delivery of any of the Registrable Securities at such time as such
                Registrable Securities are registered for public sale or an exemption
                from
                registration is available, except as required by federal or state
                securities laws.

            


    

     

    
      	 	
              (e)

            	
              The
                Company understands the nature of the Registrable Securities issuable
                upon
                the exercise of the Warrants and recognizes that the issuance of
                such
                Registrable Securities may have a potential dilutive effect. The
                Company
                specifically acknowledges that its obligation to issue the Registrable
                Securities is binding upon the Company and enforceable regardless
                of the
                dilution such issuance may have on the ownership interests of other
                shareholders of the Company.

            


    

     

    
      	 	
              (f)

            	
              Except
                for agreements made in the ordinary course of business, there is
                no
                agreement that has not been filed with the Commission as an exhibit
                to a
                registration statement or to a form required to be filed by the Company
                under the Exchange Act, the breach of which could reasonably be expected
                to have a material and adverse effect on the Company and its subsidiaries,
                or would prohibit or otherwise interfere with the ability of the
                Company
                to enter into and perform any of its obligations under this Agreement
                in
                any material respect.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              The
                Company will at all times have authorized and reserved a sufficient
                number
                of shares of Common Stock for the full exercise of the
                Warrants.

            


    

     

    7. Miscellaneous.

     

    
      	 	
              (a)

            	
              Remedies.
                In the event of a breach by the Company or by a Holder of any of
                their
                respective obligations under this Agreement, each Holder or the Company,
                as the case may be, in addition to being entitled to exercise all
                rights
                granted by law and under this Agreement, including recovery of damages,
                will be entitled to specific performance of its rights under this
                Agreement. 

            


    

     

    
      	 	
              (b)

            	
              No
                Piggyback on Registrations.
                Except as and to the extent specified on Schedule
                7(b)
                hereto, neither the Company nor any of its security holders (other
                than
                the Holders in such capacity pursuant hereto) may include securities
                of
                the Company in any Registration Statement other than the Registrable
                Securities, and the Company shall not after the date hereof enter
                into any
                agreement providing any such right for inclusion of shares in the
                Registration Statement to any of its security holders. Except as
                and to
                the extent specified on Schedule
                7(b)
                hereto, the Company has not previously entered into any agreement
                granting
                any registration rights with respect to any of its securities to
                any
                Person that have not been fully satisfied.


            


    

     

    
      	 	
              (c)

            	
              Compliance.
                Each Holder covenants and agrees that it will comply with the prospectus
                delivery requirements of the Securities Act as applicable to it in
                connection with sales of Registrable Securities pursuant to any
                Registration Statement.

            


    

     

    
      	 	
              (d)

            	
              Discontinued
                Disposition.
                Each Holder agrees by its acquisition of such Registrable Securities
                that,
                upon receipt of a notice from the Company of the occurrence of a
                Discontinuation Event (as defined below), such Holder will forthwith
                discontinue disposition of such Registrable Securities under the
                applicable Registration Statement until such Holder’s receipt of the
                copies of the supplemented Prospectus and/or amended Registration
                Statement or until it is advised in writing (the “Advice”) by the Company
                that the use of the applicable Prospectus may be resumed, and, in
                either
                case, has received copies of any additional or supplemental filings
                that
                are incorporated or deemed to be incorporated by reference in such
                Prospectus or Registration Statement. The Company may provide appropriate
                stop orders to enforce the provisions of this paragraph. For purposes
                of
                this Agreement, a “Discontinuation Event” shall mean (i) when the
                Commission notifies the Company whether there will be a “review” of such
                Registration Statement and whenever the Commission comments in writing
                on
                such Registration Statement (the Company shall provide true and complete
                copies thereof and all written responses thereto to each of the Holders);
                (ii) any request by the Commission or any other Federal or state
                governmental authority for amendments or supplements to such Registration
                Statement or Prospectus or for additional information; (iii) the
                issuance
                by the Commission of any stop order suspending the effectiveness
                of such
                Registration Statement covering any or all of the Registrable Securities
                or the initiation of any Proceedings for that purpose; (iv) the receipt
                by
                the Company of any notification with respect to the suspension of
                the
                qualification or exemption from qualification of any of the Registrable
                Securities for sale in any jurisdiction, or the initiation or threatening
                of any Proceeding for such purpose; and/or (v) the occurrence of
                any event
                or passage of time that makes the financial statements included in
                such
                Registration Statement ineligible for inclusion therein or any statement
                made in such Registration Statement or Prospectus or any document
                incorporated or deemed to be incorporated therein by reference untrue
                in
                any material respect or that requires any revisions to such Registration
                Statement, Prospectus or other documents so that, in the case of
                such
                Registration Statement or Prospectus, as the case may be, it will
                not
                contain any untrue statement of a material fact or omit to state
                any
                material fact required to be stated therein or necessary to make
                the
                statements therein, in light of the circumstances under which they
                were
                made, not misleading.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              Piggy-Back
                Registrations.
                If at any time during any Effectiveness Period there is not an effective
                Registration Statement covering all of the Registrable Securities
                required
                to be covered during such Effectiveness Period and the Company shall
                determine to prepare and file with the Commission a registration
                statement
                relating to an offering for its own account or the account of others
                under
                the Securities Act of any of its equity securities, other than on
                Form S-4
                or Form S-8 (each as promulgated under the Securities Act) or their
                then
                equivalents relating to equity securities to be issued solely in
                connection with any acquisition of any entity or business or equity
                securities issuable in connection with stock option or other employee
                benefit plans, then the Company shall send to each Holder written
                notice
                of such determination and, if within fifteen days after receipt of
                such
                notice, any such Holder shall so request in writing, the Company
                shall
                include in such registration statement all or any part of such Registrable
                Securities such Holder requests to be registered to the extent the
                Company
                may do so without violating registration rights of others which exist
                as
                of the date of this Agreement, subject to customary underwriter cutbacks
                applicable to all holders of registration rights and subject to obtaining
                any required consent of any selling stockholder(s) to such inclusion
                under
                such registration statement.

            


    

     

    
      	 	
              (f)

            	
              Amendments
                and Waivers.
                The provisions of this Agreement, including the provisions of this
                sentence, may not be amended, modified or supplemented, and waivers
                or
                consents to departures from the provisions hereof may not be given,
                unless
                the same shall be in writing and signed by the Company and the Holders
                of
                the then outstanding Registrable Securities. Notwithstanding the
                foregoing, a waiver or consent to depart from the provisions hereof
                with
                respect to a matter that relates exclusively to the rights of certain
                Holders and that does not directly or indirectly affect the rights
                of
                other Holders may be given by Holders of at least a majority of the
                Registrable Securities to which such waiver or consent relates; provided,
                however, that the provisions of this sentence may not be amended,
                modified, or supplemented except in accordance with the provisions
                of the
                immediately preceding sentence.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              Notices.
                Any notice or request hereunder may be given to the Company or the
                Purchaser at the respective addresses set forth below or as may hereafter
                be specified in a notice designated as a change of address under
                this
                Section 7(g). Any notice or request hereunder shall be given by registered
                or certified mail, return receipt requested, hand delivery, overnight
                mail, Federal Express or other national overnight next day carrier
                (collectively, “Courier”) or telecopy (confirmed by mail). Notices and
                requests shall be, in the case of those by hand delivery, deemed
                to have
                been given when delivered to any party to whom it is addressed, in
                the
                case of those by mail or overnight mail, deemed to have been given
                three
                (3) business days after the date when deposited in the mail or with
                the
                overnight mail carrier, in the case of a Courier, the next business
                day
                following timely delivery of the package with the Courier, and, in
                the
                case of a telecopy, when confirmed. The address for such notices
                and
                communications shall be as follows:

            


    

     

    
      
        	 	
                If
                  to the Company:

              	
                Incentra
                  Solutions, Inc.

                1140
                  Pearl Street

                Boulder,
                  Colorado 80302

                Attention:
                  Chief Financial Officer

                Facsimile:
                  (303) 449-9584

              
	 	 	 
	 	
                with
                  a copy to:

              	
                 

                Law
                  Offices of Karl Reed Guest

                94
                  Underhill Road

                Orinda,
                  CA 94563

                Attention:
                  Reed Guest, Esq.

                Facsimile:
                  (925) 254-9226

              
	 	 	 
	 	
                If
                  to a Purchaser:

              	
                To
                  the address set forth under such Purchaser name on the signature
                  pages
                  hereto.

              
	 	 	 
	 	
                If
                  to any other Person who is then the registered
                  Holder:

              	
                 

                To
                  the address of such Holder as it appears in the stock transfer
                  books of
                  the Company

              


      

    

     

    or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 7(g) by such Person.

     

    
      	 	
              (h)

            	
              Successors
                and Assigns.
                This Agreement shall inure to the benefit of and be binding upon
                the
                successors and permitted assigns of each of the parties and shall
                inure to
                the benefit of each Holder. The Company may not assign its rights
                or
                obligations hereunder without the prior written consent of each Holder.
                Each Holder may assign its respective rights hereunder in the manner
                and
                to the Persons as permitted under the Warrant, the Security Agreement
                and
                the Ancillary Agreements (as defined in the Security
                Agreement).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              Execution
                and Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which when so executed shall be deemed to be an original and, all
                of which
                taken together shall constitute one and the same agreement. In the
                event
                that any signature is delivered by facsimile transmission, such signature
                shall create a valid binding obligation of the party executing (or
                on
                whose behalf such signature is executed) the same with the same force
                and
                effect as if such facsimile signature were the original
                thereof.

            


    

     

    
      	 	
              (j)

            	
              Governing
                Law, Jurisdiction and Waiver of Jury Trial.
                THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
                ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
                MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
                CONFLICTS OF LAW. The Company hereby consents and agrees that the
                state or
                federal courts located in the County of New York, State of New York
                shall
                have exclusive jurisdiction to hear and determine any Proceeding
                between
                the Company, on the one hand, and the Purchaser, on the other hand,
                pertaining to this Agreement or to any matter arising out of or related
                to
                this Agreement; provided,
                that the Purchaser and the Company acknowledge that any appeals from
                those
                courts may have to be heard by a court located outside of the County
                of
                New York, State of New York, and further provided,
                that nothing in this Agreement shall be deemed or operate to preclude
                the
                Purchaser from bringing a Proceeding in any other jurisdiction to
                collect
                the obligations, to realize on the Collateral or any other security
                for
                the obligations, or to enforce a judgment or other court order in
                favor of
                the Purchaser. The Company expressly submits and consents in advance
                to
                such jurisdiction in any Proceeding commenced in any such court,
                and the
                Company hereby waives any objection which it may have based upon
                lack of
                personal jurisdiction, improper venue or forum non conveniens.
                The Company hereby waives personal service of the summons, complaint
                and
                other process issued in any such Proceeding and agrees that service
                of
                such summons, complaint and other process may be made by registered
                or
                certified mail addressed to the Company at the address set forth
                in
                Section 7(g) and that service so made shall be deemed completed upon
                the
                earlier of the Company’s actual receipt thereof or three (3) days after
                deposit in the U.S. mails, proper postage prepaid. The parties hereto
                desire that their disputes be resolved by a judge applying such applicable
                laws. Therefore, to achieve the best combination of the benefits
                of the
                judicial system and of arbitration, the parties hereto waive all
                rights to
                trial by jury in any Proceeding brought to resolve any dispute, whether
                arising in contract, tort, or otherwise between the Purchaser and/or
                the
                Company arising out of, connected with, related or incidental to
                the
                relationship established between them in connection with this Agreement.
                If either party hereto shall commence a Proceeding to enforce any
                provisions of this Agreement, the Security Agreement or any other
                Ancillary Agreement, then the prevailing party in such Proceeding
                shall be
                reimbursed by the other party for its reasonable attorneys’ fees and other
                costs and expenses incurred with the investigation, preparation and
                prosecution of such Proceeding.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              Cumulative
                Remedies.
                The remedies provided herein are cumulative and not exclusive of
                any
                remedies provided by law.

            


    

     

    
      	 	
              (l)

            	
              Severability.
                If any term, provision, covenant or restriction of this Agreement
                is held
                by a court of competent jurisdiction to be invalid, illegal, void
                or
                unenforceable, the remainder of the terms, provisions, covenants
                and
                restrictions set forth herein shall remain in full force and effect
                and
                shall in no way be affected, impaired or invalidated, and the parties
                hereto shall use their reasonable efforts to find and employ an
                alternative means to achieve the same or substantially the same result
                as
                that contemplated by such term, provision, covenant or restriction.
                It is
                hereby stipulated and declared to be the intention of the parties
                that
                they would have executed the remaining terms, provisions, covenants
                and
                restrictions without including any of such that may be hereafter
                declared
                invalid, illegal, void or
                unenforceable.

            


    

     

    
      	 	
              (m)

            	
              Headings.
                The headings in this Agreement are for convenience of reference only
                and
                shall not limit or otherwise affect the meaning
                hereof.

            


    

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above. 

     

    
      	
              INCENTRA
                SOLUTIONS, INC. 

            	 	
              VALENS
                U.S. SPV I, LLC

            
	 	 	 
	 	 	
              By: Valens
                Capital Management, LLC,

                     
                investment manager

               

            
	
              By:

            	/s/
              Matthew G. Richman	 	
              By:

            	/s/
              Scott Bluestein
	
              Name:

            	Matthew G.
              Richman	 	
              Name:

            	Scott
              Bluestein
	
              Title:

            	Chief Corporate
              Development Officer, Treasurer, Asst. Secretary	 	
              Title:

            	Authorized
              Signatory
	 	 	 
	 	 	
              Address
                for Notices:

            
	 	 	
              c/o
                Valens Capital Management, LLC

            
	 	 	
              335
                Madison Avenue − 10th
                Floor

            
	 	 	
              New
                York, NY 10017

            
	 	 	
              Attention: Portfolio
                Services

            
	 	 	
              Facsimile: 212-581-5037

            


    

    
       

      SIGNATURE
        PAGE TO

      REGISTRATION
        RIGHTS AGREEMENT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [Month
      __, 2007]

    


    
      	
              [Continental
                Stock Transfer

              &
                Trust Company

              Two
                Broadway

              New
                York, NY 10004

              Attn:
                William Seegraber]

            	 


    

    


    
      	
              Re:

            	
              Incentra
                Solutions, Inc. 

              Registration
                Statement on Form SB-2

            


    

     

    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 on Form SB-2 (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]


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    


    
      	
              Selling Stockholder

            	 	
              Shares

              Being Offered

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Schedule
      7(b)

     

    
      	 	
              1.

            	
              The
                Registration Rights Agreement dated as of October 10, 2000 between
                the
                Company and Equity Pier LLC 

            


    

     

    
      	 	
              2.

            	
              The
                Registration Rights Agreement between the Company and former
                ManagedStorage International, Inc. shareholders dated August 18,
                2004.

            


    

     

    
      	 	
              3.

            	
              The
                Registration Rights Agreement dated as of March, 2005 between the
                Company
                and Barry R. Andersen and Gary L.
                Henderson.

            


    

     

    
      	 	
              4.

            	
              The
                Registration Rights Agreement dated as of March 30, 2005 between
                the
                Company and MRA Systems, Inc., dba GE
                Access.

            


    

     

    
      	 	
              5.

            	
              The
                Registration Rights Agreement dated as of April 13, 2006 between
                the
                Company and Joseph Graziano and Transition Management
                Consultants.

            


    

     

    
      	 	
              6.

            	
              The
                Registration Rights Agreement dated as of August 24, 2006 between
                the
                Company and Craig Armstrong and Lord Amherst
                Holdings.

            


    

     

    
      	 	
              7.

            	
              The
                Registration Rights Agreement dated on or about June 30, 2006 between
                the
                Company and Blueline Partners LP, RAB Capital and other individual
                holders.

            


    

     

    
      	 	
              8.

            	
              The
                Registration Rights Agreement dated as of August 14, 2007 between
                the
                Company and Dave Condensa, Bart Condensa, Kevin Hawkins, David Averweck,
                Terri Marine and Paul Chopra.

            


    

     

    
      	 	
              9.

            	
              The
                Registration Rights Agreement dated as of August 31, 2007 between
                the
                Company and Thomas G. Kunigonis,
                Jr.