Exhibit 4.5


EXECUTION
VERSION


GENUTEC BUSINESS SOLUTIONS, INC.


REGISTRATION RIGHTS AGREEMENT


REGISTRATION
RIGHTS AGREEMENT, dated as of September 16, 2005 (this “Agreement”),
among Technology Investment Capital Corp., a Maryland corporation (together
with its successors and assigns, “TICC”), Seaview Mezzanine Fund LP, a Delaware
limited partnership (together with its successors and assigns, “Seaview”;
TICC and Seaview are hereinafter sometimes referred to collectively as the “Investors”
and each individually as an “Investor”), and GenuTec Business Solutions,
Inc., a Montana corporation (the “Company”).


R E C I T A L S


WHEREAS,
the Investors have agreed, pursuant to the terms of and subject to the
conditions set forth in the Preferred Stock and Warrant Purchase Agreement,
dated as of September 16, 2005, by and among the Company and the Investors (as
from time to time amended, modified or supplemented, the “Stock Purchase
Agreement”), to purchase certain shares of Series A Exchangeable Preferred
Stock, par value $.0001 per share, and certain Warrants (as defined below),
including the Initial Warrants and the Additional Warrants (each as defined in
the Stock Purchase Agreement), to purchase shares of the Class A Voting Common
Stock, par value $.01 per share, of the Company (the “Common Shares”);
and


WHEREAS,
the Company has agreed, as a condition precedent to the Investors’ obligations
under the Stock Purchase Agreement, to grant the Investors certain registration
rights; and


WHEREAS,
the Company and the Investors desire to define the registration rights of the
Investors on the terms and subject to the conditions herein set forth;


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the parties hereby agree as follows:


SECTION 1.                                DEFINITIONS


As
used in this Agreement, the following terms have the respective meanings set
forth below:


Affiliate:  shall mean any Person directly or indirectly
controlling, controlled by or under common control with such Person or entity.


Business
Day: shall mean any day except a Saturday, a Sunday or a legal holiday in
New York City.


Commission:  shall mean the United States Securities and
Exchange Commission or any other federal agency at the time administering the
Securities Act.


Exchange
Act:  shall mean the Securities
Exchange Act of 1934, as amended.


 


 

















 


Holder:  shall mean any holder of Registrable
Securities (and for such purposes a holder of Warrants shall be deemed to be a
Holder of the Registrable Securities issuable upon exercise thereof).


Initial
Public Offering:  shall mean
the initial underwritten public offering by the Company of Common Shares for
cash pursuant to an effective registration statement under the Securities Act,
other than a registration relating solely to employee benefit plans or solely
to a transaction described in Rule 145(a) of the Commission.


NASD:  shall mean the National Association of
Securities Dealers, Inc.


NASDAQ:  shall mean The Nasdaq Stock Market, Inc.


Other
Holders:  shall mean Persons other than
the Holders who, by virtue of agreements with the Company or otherwise, are
entitled to include the securities of the Company that they own in a
registration.


Person:  shall mean an individual, partnership,
limited liability company, joint-stock company, corporation, trust or
unincorporated organization, and a government or agency or political
subdivision thereof.


register, registered
and registration:  shall mean a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (and any post-effective amendments filed or
required to be filed) and the declaration or ordering of effectiveness of such
registration statement.


Registrable
Securities:  shall mean
(A) all Common Shares issuable upon exercise of the Warrants, (B) any
additional Common Shares acquired by either Investor or by any other holder of
Warrants, and (C) any equity securities of the Company issued as a distribution
with respect to, or in exchange for or in replacement of, the Common Shares referred
to in clause (A) or (B).


Registration
Expenses:  shall mean
all expenses incurred by the Company in connection with any registration
effected pursuant to Section 2(a) or (b) hereof, including, without limitation,
all Commission, stock exchange and Nasdaq registration, filing and listing
fees, printing, engraving, duplication, distribution and delivery expenses,
blue sky fees and expenses (including the reasonable fees and disbursements of
underwriters’ counsel in connection with blue sky qualifications and filings),
the fees and disbursements of one firm of counsel for all the selling Holders,
and the fees and disbursements of counsel for the Company, and the fees and
expenses of the Company’s independent public accountants (including, without
limitation, the expense of any special audits or “cold comfort” letters
incident to or required in connection with any such registration), but
excluding Selling Expenses with respect to the Registrable Securities sold
pursuant to such registration;


Security,
Securities:  shall have
the meaning set forth in Section 2(1) of the Securities Act.


Securities
Act:  shall mean the Securities Act
of 1933, as amended.


 


2

















 


Selling
Expenses:  shall mean
all underwriting discounts and selling commissions with respect to the sale of
Registrable Securities pursuant to any registration under Section 2(a) or 2(b)
hereof, and all fees and disbursements of counsel for each of the Holders other
than the fees and disbursements of one firm of counsel for all the selling
Holders in connection therewith.


Warrants:  shall mean the warrants issued pursuant to
the Stock Purchase Agreement or the Note Purchase Agreement (as defined in the
Stock Purchase Agreement).


SECTION 2.                                REGISTRATION RIGHTS


(a)           Company Registration.


(i)          Inclusion in Piggyback Registration.  If the Company shall determine to register
under the Securities Act any of its equity securities either for its own
account or for the account of Other Holders (whether pursuant to an Initial
Public Offering or otherwise) and such registration has an anticipated
aggregate public offering price (before any underwriting discounts and
commissions) of not less than $1,000,000, other than a registration relating
solely to employee benefit plans or solely to a transaction described in Rule
145(a) of the Commission, or a registration on any registration form which does
not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:


(A)          promptly
give to each of the Holders a written notice thereof (which shall include a
list of the jurisdictions in which the Company intends to attempt to qualify
such securities under the applicable blue sky or other state securities laws);
and


(B)           subject
at all times to the provisions of Section 2(a)(ii) below, include in such
registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made by the Holders within fifteen
(15) days after receipt of the written notice from the Company described in
Section 2(a)(i) above.  Such written
request may specify all or a part of the Holders’ respective Registrable
Securities.


(ii)         Underwriting.  If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 2(a)(i)(A).  In
such event, the right of each of the Holders to registration pursuant to this
Section 2(a) shall be conditioned upon such Holders’ participation in such
underwriting and the inclusion of such Holders’ Registrable Securities in the
underwriting to the extent provided herein. 
The Holders whose securities are to be included in such registration
(other than either Investor, if such Investor elects not to participate in such
underwriting) shall (together with the Company and the Other Holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters (the “Representative”) selected for
underwriting by the Company.  Notwithstanding
any other provision of this Section 2(a), if the Representative determines that
the successful marketing of securities for the account of the Company, or other
factors, either (A) require a limitation on the


 


2

















 


number of securities to be underwritten,
or (B) would require the exclusion from such registration of all securities of
selling stockholders, the number of securities that may be included in the
registration and underwriting by each of the Holders and the Other Holders
shall either be (x) reduced, on a pro rata basis (based on the number of
securities held by such Holder or Other Holder), by such minimum number of
securities as is necessary to comply with such limitation, or (y) excluded
entirely from such registration.  If any
of the Holders or any officer, director or Other Holder disapproves of the
terms of any such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter. 
Any Registrable Securities or other securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.


(iii)        Right to Abandon or Delay
Registration.  If, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company may, at its election, give
written notice of such determination to each Holder and upon giving that notice
(i) in the case of a determination not to register, the Company shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration without prejudice and (ii) in the case of a determination
to delay registering, the Company shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other securities.


(b)           Demand Registrations.  The Company intends to use its best efforts
to complete an Initial Public Offering and to qualify for registration on Form
S-3 for secondary sales.  Subject
at all times to the provisions of Section 2(b)(ii) below, the Holders shall
have the right to request two registrations on Form SB-2 or Form S-1, as
applicable, and after the Company has qualified for the use of Form S-3,
the Holders shall have the right to request an unlimited number of
registrations on Form S-3 (which requests shall be in writing and shall
state the number of Registrable Securities to be disposed of and the intended
method of disposition of such securities by such holders), in accordance with
and subject to the following provisions:


(i)          The Company shall not be required to
effect a registration pursuant to this Section 2(b) unless the Holder or
Holders requesting such registration (each, a “Requesting Holder”)
propose to dispose of Registrable Securities having an aggregate price to the
public (before deduction of underwriting discounts and expenses of sale) of
more than $1,000,000.


(ii)         The Company shall not be required to
effect a registration pursuant to this Section 2(b) within 180 days after the
effective date of the registration relating to the Company’s Initial Public
Offering (whether or not securities held by the Requesting Holder were included
for sale or distribution in such registration), or the effective date of the
most recent registration pursuant to this Section 2 in which securities held by
the Requesting Holder could have been included for sale or distribution.


(iii)        The Company shall not be obligated to
effect any registration pursuant to this Section 2(b) in any particular
jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or


 


4

















 


compliance, unless the Company
is already subject to service in such jurisdiction and except as may be
required by the Securities Act or applicable rules or regulations thereunder.


(iv)        The Company shall give written notice to
all Holders of the receipt of a request for registration pursuant to this
Section 2(b) and shall provide a reasonable opportunity for Other Holders to
participate in the registration, subject to the limitations set forth in clause
(v) of this Section 2(b), if applicable, in the case of an underwritten
offering.  Subject to the limitations set
forth in this clause (iv) and elsewhere in this Section 2(b), the Company will
use its best efforts to effect promptly the registration of all Registrable
Securities to the extent requested by the Holder or Holders thereof for
purposes of disposition.


(v)         If Other Holders request such
inclusion, the Requesting Holders shall offer to include the securities of such
Other Holders in the registration and may condition such offer on their
acceptance of the further applicable provisions of this Section 2.  The Requesting Holders whose securities are
to be included in such registration and the Company shall (together with all
Other Holders proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the Representative
of the underwriter or underwriters selected for such underwriting by the
Requesting Holders and reasonably acceptable to the Company.  Notwithstanding any other provision of this
Section 2(b), if the Representative advises the Holders in writing that
marketing factors require a limitation on the number of securities to be
underwritten, the securities of the Company held by Other Holders shall be
excluded from such registration to the extent so required by such
limitation.  If, after the exclusion of
all such securities held by Other Holders, further reductions are still
required, the number of securities included in the registration by each
Requesting Holder shall be reduced on a pro rata basis (based on the number of
securities held by such Requesting Holder), by such minimum aggregate number of
securities as is necessary to comply with such request.  No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration.  If any Other Holder who has requested
inclusion in such registration as provided above disapproves of the terms of
the underwriting, such Person may elect to withdraw therefrom by written notice
to the Company, the Representative and the Requesting Holders.  The securities so withdrawn shall also be
withdrawn from registration.  If the
Representative has not limited the number of Registrable Securities or other securities
to be underwritten, the Company and officers and directors of the Company may
include its or their securities for its or their own account, in such
registration if the Representative so agrees and if the number of Registrable
Securities and other securities which would otherwise have been included in
such registration and underwriting will not thereby be limited.


(vi)        If, at the time of any request by
Requesting Holders to register Registrable Securities pursuant to this Section
2(b), in the good faith determination of the Company’s Board of Directors, the
Company or its stockholders would be adversely affected by the requested
registration, then the Company may, at its option, direct that such
registration request be delayed for a period not in excess of 90 days from the
date of such request.  The Company’s
right to delay a registration request pursuant to this Section 2(b)(vi) may not
be exercised by the Company more than once in any 12-month period.


 


5

















 


(c)           Expenses of Registration.  All
Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section 2 shall be borne by the
Company, and all Selling Expenses shall be borne by the Holders of the
securities so registered pro rata on the basis of the number of their
securities so registered.


(d)           Registration Procedures.  In the
case of each registration effected by the Company pursuant to this Section 2,
the Company will keep the Holders, as applicable, advised in writing as to the
initiation of each registration and as to the completion thereof.  At its expense, the Company will:


(i)          use its commercially reasonable
efforts to keep such registration effective for a period of one hundred eighty
(180) days or until the selling Holders,
as applicable, have completed the distribution described in the registration
statement relating thereto, whichever first occurs; provided, however,
that (A) such 180-day period shall be extended for a period of time equal
to the period during which the selling Holders,
as applicable, refrain from selling any securities included in such
registration in accordance with provisions in Section 2(i) hereof; and (B) in
the case of any registration of Registrable Securities on Form S-3 which
are intended to be offered on a continuous or delayed basis, such 180-day
period shall be extended until the earlier of (w) two years after the effective
date of such registration statement or (x) the date on which all such
Registrable Securities are sold, provided that Rule 415, or any successor
rule under the Securities Act, permits an offering on a continuous or delayed
basis, and provided  further that applicable rules under the
Securities Act governing the obligation to file a post-effective
amendment permit, in lieu of filing a post-effective amendment which (y)
includes any prospectus required by Section 10(a) of the Securities Act or (z)
reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by
reference of information required to be included in (y) and (z) above to be
contained in periodic reports filed pursuant to Section 12 or 15(d) of the
Exchange Act in the registration statement;


(ii)         furnish to each selling Holder such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder;


(iii)        use reasonable efforts to register or
qualify such Registrable Securities under such other securities or blue sky
laws of such jurisdictions as any selling Holder
reasonably requests and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Holder (provided that the Company will not be required to (A) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (B) subject itself to taxation in any such
jurisdictions, (C) consent to general service of process in each such jurisdiction
or (D) undertake such actions in any jurisdiction other than the states of the
United States of America and the District of Columbia);


 


6

















 


(iv)        notify each selling Holder
of such Registrable Securities, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, at the request of
any such Holder, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not
misleading;


(v)         use its best efforts to cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed and, if not so listed,
to be listed on the NASD automated quotation system and, if listed on the NASD
automated quotation system, use its best efforts to secure designation of all
such Registrable Securities covered by such registration statements as a NASDAQ
“national market system security” within the meaning of Rule 11Aa2-1 of the
Commission or, failing that, to secure NASDAQ authorization for such
Registrable Securities and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register as such with respect to
such Registrable Securities with the NASD;


(vi)        make available for inspection by any selling Holder,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
Holder or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such Holder, underwriter, attorney, accountant or
agent in connection with such registration statement;


(vii)       otherwise use its best efforts to comply
with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months beginning with the
first day of the Company’s first full calendar quarter after the effective date
of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and


(viii)      furnish, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (1) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders participating in such registration, addressed to the underwriters, if
any, and to the Holders participating in such registration and (2) a letter,
dated as of such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the


 


7

















 


Holders participating in such
registration, addressed to the underwriters, if any, and if permitted by
applicable accounting standards, to the Holders participating in such
registration.


(e)           Indemnification.


(i)          The Company will indemnify each of the
Holders, as applicable, each of their respective officers, directors and
partners, and each Person controlling each of the Holders, with respect to each
registration which has been effected pursuant to this Section 2, and each
underwriter, if any, and each Person who controls any underwriter, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or the Exchange Act or any
rule or regulation thereunder applicable to the Company and relating to action
or inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each of the Holders, each of
its officers, directors and partners, and each Person controlling each of the
Holders, each such underwriter and each Person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by the Holders
or underwriter and stated to be specifically for use therein.


(ii)         Each of the Holders will, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of
the Company’s securities covered by such a registration statement, each Person
who controls the Company or such underwriter, each Other Holder and each of
their officers, directors, and partners, and each Person controlling such Other
Holder against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document made by such Holder
in writing, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements by such
Holder therein not misleading, and will reimburse the Company and such Other
Holders, directors, officers, partners, Persons, underwriters or control
Persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein; provided,
however, that the obligations of each of the Holders hereunder shall be
limited to an amount equal to the net proceeds to such Holder of securities
sold as contemplated herein, except in the case of actual fraud or willful
misconduct by such Holder.


 


8

















 


(iii)        Each party entitled to indemnification
under this Section 2(e) (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom; provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at such party’s expense
(unless the Indemnified Party shall have reasonably concluded that there may be
a conflict of interest between the Indemnifying Party and the Indemnified Party
in such action, in which case the fees and expenses of counsel shall be at the
expense of the Indemnifying Party), and provided  further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 2 unless the
Indemnifying Party is materially prejudiced thereby.  No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.  Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom.


(iv)        If the indemnification provided for in
this Section 2(e) is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any loss, liability, claim,
damage or expense referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other in connection with the statements or omissions which
resulted in such loss, liability, claim, damage or expense, as well as any
other relevant equitable considerations. 
The relative fault of the Indemnifying Party and of the Indemnified
Party shall be determined by reference to, among other things, whether the
untrue (or alleged untrue) statement of a material fact or the omission (or
alleged omission) to state a material fact relates to information supplied by
the Indemnifying Party or by the Indemnified Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


(v)         Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with any underwritten public
offering contemplated by this Agreement are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall be controlling.


(vi)        The foregoing indemnity agreement of the
Company and the Holders is subject to the condition that, insofar as they
relate to any loss, claim, liability or damage made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement in question becomes effective
or the


 


9

















 


amended prospectus filed with
the Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”),
such indemnity or contribution agreement shall not inure to the benefit of any
underwriter or Holder if a copy of the Final Prospectus was furnished to the
underwriter and was not furnished to the Person asserting the loss, liability,
claim or damage at or prior to the time such action is required by the
Securities Act.


(f)            Information by the Holders.  Each of
the Holders holding securities included in any registration shall furnish to
the Company such information regarding such Holder and the distribution
proposed by such Holder as the Company may reasonably request in writing and as
shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Section 2.


(g)           Cooperation
by the Holders.


(i)          Each of the Holders holding securities
included in any registration shall cooperate as reasonably requested by the
Company with the Company in connection with the preparation of the registration
statement, and for so long as the Company is obligated to file and keep
effective the registration statement, shall provide to the Company, in writing,
for use in the registration statement, all such information regarding such
Holder and its plan of distribution of the Registrable Securities as may be
reasonably necessary to enable the Company to prepare the registration
statement and prospectus covering the Registrable Securities, to maintain the
currency and effectiveness thereof and otherwise to comply with all applicable
requirements of law in connection therewith.


(ii)         During such time as such Holder may be
engaged in a distribution of the Registrable Securities, such Holder shall
comply with Regulation M promulgated under the Exchange Act and pursuant
thereto it shall, among other things; (x) not engage in any stabilization
activity in connection with the securities of the Company in contravention of
such regulation; (y) distribute the Registrable Securities under the
registration statement solely in the manner described in the registration
statement; (z) cease distribution of such Registrable Securities pursuant to
such registration statement upon receipt of written notice from the Company
that the prospectus covering the Registrable Securities contains any untrue
statement of a material fact or omits a material fact required to be stated
therein or necessary to make the statements therein not misleading.


(h)           Rule 144 Reporting.


With
a view to making available the benefits of certain rules and regulations of the
Commission which may permit the sale of restricted securities to the public
without registration, the Company agrees to:


(i)          use its best efforts to make and keep
public information available as those terms are understood and defined in Rule
144 under the Securities Act (“Rule 144”), at all times from and after
ninety (90) days following the effective date of the first registration under
the Securities Act filed by the Company for an offering of its securities to
the general public;


 


10

















 


(ii)         use its best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time after it has
become subject to such reporting requirements; and


(iii)        so long as the Holder owns any
Registrable Securities, furnish to the Holder upon request, a written statement
by the Company as to its compliance with the reporting requirements of Rule 144
(at any time from and after ninety (90) days following the effective date of
the first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration.


(i)            “Market Stand-off” Agreement.  Each of the Holders agrees, if requested by
the Company and an underwriter of equity securities of the Company, not to sell
or otherwise transfer or dispose of any Registrable Securities held by such
Holder for a period required by the underwriters and designated by the Company,
which period shall begin not more than 30 days prior to the effectiveness of
the registration statement pursuant to which such public offering shall be made
and shall last not more than 180 days after the effective date of such registration
statement in the case of the Company’s initial public offering, or 90 days
after the effective date of such registration statement in the case of any such
other offering.  If requested by the
underwriters, the Holders shall execute a separate agreement to the foregoing
effect.  The Company may impose stop-transfer
instructions with respect to the securities subject to the foregoing
restriction until the end of the applicable period.  The provisions of this Section 2(i) shall be
binding upon any transferee who acquires Registrable Securities.


(j)            Termination of Registration Rights.  (i)  No
Holder shall be entitled to exercise any right provided for in this Section 2
after five (5) years following the consummation of the Initial Public Offering;
and (ii) the registration rights set forth in this Section 2 shall not be
available to any Holder if, in the opinion of counsel to the Company, all of
the Registrable Securities then owned by such Holder (together with any
Affiliate of such Holder with whom such Holder must aggregate its sales under
Rule 144 of the Commission) could be sold in any 90-day period pursuant
to Rule 144 (without giving effect to the provisions of Rule 144(k)).


SECTION 3.                                MISCELLANEOUS


(a)           Directly or Indirectly.  Where
any provision in this Agreement refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.


(b)           Governing
Law; Consent to Jurisdiction.  This Agreement shall be governed by and
construed under the law of the State of New York.  The Company hereby agrees that any suit for
the enforcement of this Agreement may be brought in the Courts of the State of
New York, the courts of the United States for the Southern District of New
York, appellate courts from any thereof and consents to the non-exclusive
jurisdiction of such courts.  The Company
hereby waives any objection that it may now or hereafter have to the venue of
any such suit or any such 


 


11

















 


court or that such suit is brought in an
inconvenient court. Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in
Section 3(e).  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.


(c)           Participation
in Underwritten Registrations.  No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


(d)           Section Headings.  The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.


(e)           Notices.  All
notices hereunder shall be in writing and shall be conclusively deemed to have
been received and shall be effective (a) on the day on which delivered if
delivered personally or transmitted by facsimile transmission, (b) one Business
Day after the date on which the same is delivered to a nationally recognized
overnight courier service, (c) three Business Days after being sent by
registered or certified United States mail, return receipt requested, or (d) if
sent by e-mail as provided below, and shall be addressed:


(i)          If to the Company, to:


 


GenuTec Business Solutions, Inc.


6A Liberty Street, Suite 200


Aliso Viejo, CA  92656


Attention:


Facsimile: Lee J. Danna, President


E-mail: ldanna@genutec.com;


 


with a copy to:


 


Gersten Savage, LLP


600 Lexington Avenue


New York, NY  10022


Attention: Stephen A. Weiss


Facsimile: (212) 980-5192


E-mail: sweiss@gskny.com;


 


(ii)         if to TICC, to:


 


12

















 


Technology Investment Capital Corp.


8 Sound Shore Drive, Suite 255


Greenwich, CT  06830


Attention:  Saul B. Rosenthal


Facsimile No.: (203)
983-5290;


 


with a copy to:


 


Nixon Peabody LLP


437 Madison Avenue


New York, NY  10022


Attention: Philip A. Haber, Esq.


Facsimile: (866) 855-0026;


(iii)          if to Seaview, to:


Seaview Mezzanine Fund LP


30 Kennedy Plaza, Suite 400


Providence, RI  02903


Attention: David S. Montoya


Facsimile: (401) 421-3533


E-mail: david@seaviewcapital.com


with a copy to:


 


Breslow & Walker, LLP


100 Jericho Quadrangle, Suite 230


Jericho, NY 11753


Attention: Len Breslow, Esq.


Facsimile: (516) 822-6544


E-mail: lbreslow@breslowwalker.com


 


or to such other address or addresses or
telecopy number or numbers as any of such Persons may most recently have
designated in writing to the others by such notice.  Notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next Business Day.


(f)            Reproduction of Documents.  This
Agreement and all documents relating thereto, including, without limitation,
any consents, waivers and modifications which may hereafter be executed may be
reproduced by the Investors by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and the Investors
may destroy any original document so reproduced.  The parties hereto agree and stipulate that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative


 


13

















 


 


 proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Investors in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


(g)           Successors and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties.


(h)           Entire Agreement; Amendment and Waiver.  This
Agreement constitutes the entire understanding of the parties hereto and
supersedes all prior and contemporaneous understandings and agreements among
such parties with respect to subject matter hereof.  This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with)
the written consent of the Company and the Holders holding a majority of the
then outstanding Registrable Securities.


(i)            Severability.  In the
event that any part or parts of this Agreement shall be held illegal or
unenforceable by any court or administrative body of competent jurisdiction,
such determination shall not affect the remaining provisions of this Agreement,
which shall remain in full force and effect.


(j)            Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.


(k)           WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS.  EACH PARTY
HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


[REMAINDER OF PAGE INTENTIONALLY BLANK.  SIGNATURES FOLLOW.]


 


14

















 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.


	
   

  	
  GENUTEC
  BUSINESS SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lee J. Danna

  
	
   

  	
   

  	
  Name:
  Lee J. Danna

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  President/CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TECHNOLOGY
  INVESTMENT CAPITAL CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Saul B. Rosenthal

  
	
   

  	
   

  	
  Name: Saul
  B. Rosenthal

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SEAVIEW MEZZANINE FUND LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David S. Montoya

  
	
   

  	
   

  	
  Name:
  David S. Montoya

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Director