Unassociated Document


     

    REAFFIRMATION AND
RATIFICATION AGREEMENT

     

    December
19, 2008

     

    LVAdministrative
Services, Inc.

    335
Madison Avenue, 10th
Floor

    New York,
New York 10017

     

    Ladies
and Gentlemen:

     

    Reference
is made to (i) that certain Security Agreement, dated as of February 6, 2006, by
and among Incentra Solutions, Inc. (f/k/a Front Porch Digital, Inc.) a Nevada
corporation (the "Parent"), Network System
Technologies, Inc., an Illinois corporation (“NST”), Incentra Solutions of
the Northwest, Inc., an Oregon corporation  (consisting of the merged
predecessor entities of Tactix, Inc. and PWI Technologies, Inc., hereinafter
referred to as “ISNW”),
Incentra Solutions of the Northeast, Inc., a Delaware corporation (“ISNE”), Incentra Solutions of
California, Inc., a Delaware corporation (consisting of the merged predecessor
entities of Incentra Solutions of California, Inc. and Incentra Helio
Acquisition Corp., hereinafter referred to as“ISC”), ManagedStorage
International, Inc., a  Delaware corporation (“MSI”), Incentra Solutions
International, Inc., a Delaware corporation (“ISI”), Sales Strategies, Inc.,
a New Jersey corporation (“SSI” and collectively with
Parent, NST, ISNW, ISNE, ISC, MSI, ISI and SSI, the “Companies”, and individually
each a “Company”)  and
Laurus Master Fund, Ltd. (in Voluntary Liquidation) (“Laurus”) (as amended, modified
and/or supplemented from time to time, the “Security Agreement”), (ii)
that certain Secured Revolving Note, dated as of February 6, 2006, issued by the
Parent, PWI, ISC, MSI and ISI to Laurus, and subsequently assigned in full to
each of Valens U.S. SPV I, LLC (“Valens US”) and Valens
Offshore SPV II, Corp. (“Valens
Offshore II” together with Valens US, each a “Holder” and collectively, the
“Holders”) (as amended,
modified or supplemented from time to time, the “Revolving Note”),
(iii)  Subsidiary Guarantee dated as of February 6, 2006 made by MSI,
PWI, ISNE and ISI in favor of Laurus (as amended, modified or supplemented from
time to time, including on the date hereof, the “Subsidiary Guarantee”), (b)
Master Security Agreement dated as of May 13, 2004 made by the Companies in
favor of Laurus (as amended, modified or supplemented from time to time,
including on the date hereof, the “Master Security Agreement”),
(c) Stock Pledge Agreement dated as of February 6, 2006 made by the Companies in
favor of Laurus (as amended, modified or supplemented from time to time,
including on the date hereof, the “Stock Pledge
Agreement”)  and (d) all other agreements, documents and
instruments executed in connection therewith (each as amended, restated,
modified and/or supplemented from time to time together with the agreements,
documents and instruments described in subsections (a) through (d) above, each
an “Existing Agreement”
and collectively, the “Existing
Agreements”).  On September 28, 2007, Laurus, together with
other affiliates of Laurus, appointed LV Administrative Services, Inc. as
administrative and collateral agent for Laurus and such affiliates (the “Agent” and together with
Laurus, Valens US and Valens Offshore ( the “Creditors”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    To induce
Creditors to enter into that certain Overadvance Letter dated as of the date
hereof between Creditors and the Company (the “Overadvance Letter”),
each Loan Party hereby:

     

     (a)           has
reviewed and approved the terms and provisions of the Overadvance Letter and the
documents, instruments and agreements entered into in connection
therewith;

     

     (b)           acknowledges,
ratifies and confirms that all of the indebtedness incurred by, and all other
obligations and liabilities of, each of the undersigned contained in the
Documents, including, without limitation, the Overadvance Payment (as defined in
the Overadvance Letter), are deemed “Obligations” under and as defined in the
Documents, are in full force and effect and shall remain in full force and
effect as of and after the date hereof;

     

     (c)           acknowledges,
ratifies and confirms that all liabilities and obligations of each of the
undersigned under the Documents include, without limitation, all obligations and
liabilities of the undersigned in respect of the Overadvance Payment
the;

     

     (d)           represents
and warrants that no offsets, counterclaims or defenses exist as of the date
hereof with respect to any of the undersigned’s obligations under any Document,
including, without limitation, in respect of the Overadvance Payment;
and

     

     (e)           acknowledges,
ratifies and confirms the grant by each such undersigned to each Creditor of a
security interest and charge, to the extent applicable, in the assets of such
undersigned as more specifically set forth in the Documents, as applicable, and
to the extent such grant of a security interest and charge was not previously
made, the undersigned hereby grants to Creditors a security interest in the
collateral of such undersigned as set forth and described in the
Documents.

     

     (f)           represents
and warrants that all of the representations made by or on behalf of the
Companies in the Existing Agreements are true and correct in all material
respects on and as of the date hereof.

     

    This
letter agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and shall be governed by and
construed in accordance with the laws of the State of New York.


     

    [Remainder
of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    This
letter agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement.  Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            Very
      truly yours,

                                                                                                          
	 
      	 
      
	
                                                                                                            INCENTRA
      SOLUTIONS, INC.

                                                                                                          
	 
      	 
      
	
                                                                                                            By: 

                                                                                                          	/s/
      Matthew G. Richman
	
                                                                                                            Name:
      Matthew G. Richman

                                                                                                          
	
                                                                                                            Title:
      Chief Corporate Development Officer and Treasurer

                                                                                                          
	 
      	 
      
	
                                                                                                            MANAGEDSTORAGE
      INTERNATIONAL, INC.

                                                                                                          
	 
      	 
      
	
                                                                                                            By:

                                                                                                          	/s/
      Matthew G. Richman  
	
                                                                                                            Name:
      Matthew G. Richman

                                                                                                          
	
                                                                                                            Title:
      Secretary

                                                                                                          
	 
      	 
      
	
                                                                                                            INCENTRA
      SOLUTIONS INTERNATIONAL, INC.

                                                                                                          
	 
      	 
      
	
                                                                                                            By:

                                                                                                          	/s/
      Matthew G. Richman
	
                                                                                                            Name:
      Matthew G. Richman

                                                                                                          
	
                                                                                                            Title:
      Secretary

                                                                                                          
	 
      	 
      
	
                                                                                                            INCENTRA
      SOLUTIONS OF THE NORTHWEST, INC.

                                                                                                          
	 
      	 
      
	
                                                                                                            By:

                                                                                                          	/s/
      Matthew G. Richman
	
                                                                                                            Name:
      Matthew G. Richman

                                                                                                          
	
                                                                                                            Title:
      Secretary

                                                                                                          


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      SIGNATURE
PAGE TO

      REAFFIRMATION
AND

      RATIFICATION
AGREEMENT


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    INCENTRA
      SOLUTIONS OF CALIFORNIA, INC.

                                                                  
	 
      	 
      
	
                                                                    By:

                                                                  	/s/
      Matthew G. Richman
	
                                                                    Name:
      Matthew G. Richman

                                                                  
	
                                                                    Title:
      Secretary

                                                                  
	 
      	 
      
	
                                                                    NETWORK
      SYSTEM TECHNOLOGIES, INC.

                                                                  
	 
      	 
      
	
                                                                    By:

                                                                  	/s/
      Matthew G. Richman
	
                                                                    Name:
      Matthew G. Richman

                                                                  
	
                                                                    Title:
      Secretary

                                                                  
	 
      	 
      
	
                                                                    INCENTRA
      SOLUTIONS OF THE NORTHEAST, INC.

                                                                  
	 
      	 
      
	
                                                                    By:

                                                                  	/s/
      Matthew G. Richman
	
                                                                    Name:
      Matthew G. Richman

                                                                  
	
                                                                    Title:
      Secretary

                                                                  
	 
      	 
      
	
                                                                    SALES
      STRATEGIES, INC.

                                                                  
	 
      	 
      
	
                                                                    By: 

                                                                  	/s/
      Matthew G. Richman
	
                                                                    Name:
      Matthew G. Richman

                                                                  
	
                                                                    Title:
      Secretary

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        SIGNATURE
PAGE TO

        REAFFIRMATION
AND

        RATIFICATION
AGREEMENT

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        ACCEPTED
      AND AGREED TO:

                                      
	 
      	 
      
	
                                        LV
      ADMINISTRATIVE SERVICES, INC.

                                      
	
                                        as
      Agent

                                      
	 
      	 
      
	
                                        By: 

                                      	/s/
      Scott Bluestein
	
                                        Name:  Scott
      Bluestein

                                      
	
                                        Title:
      Authorized Signatory

                                      
	 
      	 
      
	
                                        VALENS
      U.S. SPV I, LLC

                                      
	
                                        By:  Valens
      Capital Management, LLC,

                                      
	
                                        its
      investment manager

                                      
	 
      	 
      
	
                                        By:

                                      	/s/
      Scott Bluestein
	
                                        Name:  Scott
      Bluestein

                                      
	
                                        Title:
      Authorized Signatory

                                      
	 
      	 
      
	
                                        VALENS
      OFFSHORE SPV II, CORP.

                                      
	
                                        By:  Valens
      Capital Management, LLC,

                                      
	
                                        its
      investment manager

                                      
	 
      	 
      
	
                                        By:

                                      	/s/
      Scott Bluestein
	
                                        Name:  Scott
      Bluestein

                                      
	
                                        Title:
      Authorized
Signatory

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        SIGNATURE
PAGE TO

        REAFFIRMATION
AND

        RATIFICATION
AGREEMENT