Eighth Amendment to Loan and Security Agreement


 Exhibit 10.3 
 EIGHTH AMENDMENT 
 TO LOAN AND SECURITY AGREEMENT 
 (ASSET BASED) 
 THIS AGREEMENT made and
entered into as of this 16th day of May, 2008 by and between Allin Corporation; Allin Interactive Corporation; Allin Corporation of California DBA: Allin Consulting; Allin Network Products, Inc.; Allin Holdings Corporation; Allin Consulting of
Pennsylvania, Inc.; and Codelab Technology Group, Inc., having a business address of 381 Mansfield Ave Suite 400, Pittsburgh, PA 15220-2751, hereinafter “Borrower”; 
 AND 
 S&T Bank having its principal office located at 800
Philadelphia St, Indiana, PA, 15701; hereinafter “Lender”. 
 WHEREAS, the parties did enter into a Loan and Security Agreement
(Asset Based) dated October 1, 1998, hereinafter “Loan Agreement”; and 
 WHEREAS, pursuant to that Loan Agreement, the
Borrower executed uniform commercial code statements and a Revolving Credit Note; and 
 WHEREAS, the parties desire that
Section 6.12 Prohibited Corporate Transactions of the Loan Agreement be modified. 
 NOW, THEREFORE, in consideration of
the mutual covenants contained herein, and intending to be legally bound hereby the parties agree as follows: 
 1. The Loan Agreement dated
October 1, 1998, amended on March 25, 1999 (the “First Amendment”), September 30, 1999 (the “Second Amendment”), September 28, 2001 (the “Third Amendment”), September 26, 2005 (the “Fourth
Amendment), September 26, 2005 (the “Fifth Amendment”), September 6, 2006 (the “Sixth Amendment”), and June 28, 2007 (the “Seventh Amendment”) is hereby amended by waiving the following provisions of
Section 6.12: 
 Section 6.12(c) – waiver of the provision prohibiting Allin from entering into the earn out portion of
the SharePoint Hosting agreement. 








 Section 6.12(g) – waiver of the provision restricting Allin related to its desire to
“merge or agree to merge with or into or consolidate with any other person, corporation, firm or entity or acquire any material portion of the stock or assets or business of any person, corporation, firm or other entity.” 
 Section 6.12(h) – waiver of the provision prohibiting Allin from “conveying.... any of its property or assets” in exchange
for the assets of SharePoint Hosting 
 2. In all respects the uniform commercial code statements and the Revolving Credit Note dated
October 1, 1998, as amended from time to time, shall remain in full force and effect. 
 WITNESS the due execution hereof and intending to be
legally bound hereby the day and year first above written. 
  

							
	ATTEST:	 		 	ALLIN CORPORATION
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	ALLIN INTERACTIVE CORPORATION
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	ALLIN CORPORATION OF CALIFORNIA
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	ALLIN NETWORK PRODUCTS, INC.
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	ALLIN HOLDINGS CORPORATION
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas










							
	ATTEST:	 		 	ALLIN CONSULTING OF PENNSYLVANIA, INC.
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	CODELAB TECHNOLOGY GROUP, INC.
				
	 /s/ Robert V. Fulton
	 		 	By	 	 /s/ Dean C. Praskach

	Assistant Secretary	 		 		 	Dean C. Praskach, VP/Finance Sec/Treas
			
	ATTEST:	 		 	S&T BANK
				
	 /s/ Susan D. Scarnato
	 		 	By	 	 /s/Ken Parsons

	Assistant Secretary	 		 		 	Ken Parsons, Vice President