EX-10.122






HALO TECHNOLOGY HOLDINGS

SERIES C PREFERRED STOCKHOLDERS’

CONSENT AGREEMENT




Whereas, Halo Technology Holdings, Inc. (“Halo” or the “Company”) has
entered into that certain Agreement and Plan of Merger (the “Infonow Merger
Agreement”) with WTH Merger Sub, Inc. (“WTH”), a wholly-owned subsidiary of the
Company, and InfoNow Corporation (“InfoNow”) pursuant to which WTH will be merged with and
into InfoNow, with Infonow surviving the merger as a wholly-owned subsidiary of the Company (the
“Infonow Acquisition”) and shall survive as a wholly-owned subsidiary of the
Company;



Whereas, the Company has entered into that certain Agreement and Plan of Merger (the
“Unify Merger Agreement”) by and between UCA Merger Sub, Inc. (“UCA”), a
wholly-owned subsidiary of the Company, and Unify Corporation (“Unify”) pursuant to which
UCA will be merged with and into Unify, with Unify surviving the merger as a wholly-owned
subsidiary of the Company (the “Unify Acquisition”); and



Whereas, certain financings are contemplated in order to consummate the Infonow and Unify
Acquisitions;



Whereas, in order to facilitate the completion of the Infonow and Unify Acquisitions and
the related transactions (collectively, the “Transactions”), all of the outstanding Series
C Preferred Stock in the Company, par value $.00001, (the “Series C Stock”) is to be converted into
shares of the Company’s Common Stock, par value $.00001 per share (the “Common Stock”), and certain
outstanding warrants to acquire Common Stock issued to the holders of the Series C Stock are to be
exercised for shares of Common Stock;



Now, therefore, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby
consents and agrees as follows:



1. Conversion of Series C Stock. To the extent that the undersigned is a holder of
any shares of Series C Stock, the undersigned hereby represents, warrants, consents and agrees as
follows:



(a) The undersigned is the holder of shares of Series C Stock (the “C Shares”). The
undersigned, pursuant to the provisions set forth in Section 5 of the Certificate of Designations
regarding the Series C Stock (the “Certificate”), hereby irrevocably elects to convert, as
soon as practicable, the number of C Shares held by the undersigned into such number of fully paid
and non-assessable shares of Common Stock of the Company determined under Section 5 of the
Certificate, with the Applicable Conversion Price (as defined in the Certificate) being $1.00.



(b) In furtherance of the foregoing, the undersigned holder of C Stock consents and agrees
that the following amendment to the Certificate shall be filed, as necessary:




“Upon the first practicable date all outstanding shares of Series C Preferred Stock
shall automatically be converted into shares of Common Stock in accordance with the
provisions of Section 5, with the Applicable Conversion Price being $1.00.”



(c) Upon the conversion of the Series C Stock as contemplated above, the undersigned consents
to the termination of the Certificate.



2. Covenants Regarding Warrants. Regarding those Warrants (the “Warrants”)
issued to the undersigned pursuant to that certain Subscription Agreement, dated as of January 31,
2005 (the “Subscription Agreement”) between the undersigned and the Company, and
held by the undersigned, the undersigned the undersigned hereby consents and agrees Section
1(c)(iii) of the Warrant is amended to provided that the Fair Market Value is $2.50. Further, the
undersigned elects to exercise such Warrants under the cashless exercise provision, Section 1(c) of
the Warrant, hereby surrenders the right to purchase 50% of the Warrant Shares (as defined in the
Warrant) and hereby requests the issuance of 50% of the Warrant Shares. The certificate(s) for the
shares issuable upon such net issue election shall be issued in the name of the undersigned or as
otherwise indicated below.



3. Lost or Destroyed Original Certificates. In the event that the undersigned has not
attached the certificates representing the undersigned’s Series C Shares and Warrants, or,
alternatively, the Series C Convertible Note (the “Series C Note”) issued
under the Subscription Agreement between the undersigned and the Company (and which by its terms
automatically converted into C Shares and Warrants), then the undersigned represents (i) that such
original certificates representing the C Shares and Warrants or the Series C Note (the “Original
Certificates”), have been lost or destroyed, and (ii) that neither the Original Certificates nor
the securities represented thereby, nor any interest therein, in whole or in part, have been
assigned, pledged, or otherwise transferred, and that the undersigned remains the sole owner
thereof. Further, the undersigned agrees to deliver to the Company for cancellation said Original
Certificates should the same ever be recovered. The undersigned agrees to indemnify and hold the
Company harmless for misrepresentation and/or breach of this Section 3.



4. Common Stock Certificates. Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name as is specified
below:



     



(Name)



     




(Address)



     



(Address)



5. Investment Intent. The undersigned hereby represents and warrants that the
aforesaid shares of Common Stock to be received upon such conversion of C Stock and exercise of the
Warrants, are being acquired for the account of the undersigned for investment and not with a view
to, or for resale, in connection with the distribution thereof, and that the undersigned has no
present intention of distributing or reselling such shares.



6. Consent and Waiver. The actions contemplated hereby are hereby authorized,
approved and declared advisable and in the best interests of the Company and its stockholders, and
the undersigned hereby consents to all of the foregoing. The undersigned hereby waives any and all
failures or notice or other rights inconsistent with any of the foregoing.



7. Effect on Registration Statement. The undersigned acknowledges and agrees, that
pursuant to the Investors’ Agreement (the “Investors’ Agreement”) among the
Company, the undersigned and the other Investors (as defined therein), the prospectus (the
“Prospectus”) related to the Registration Statement on Form S-2 registering the Investor’s
Conversion Shares for resale (which was declared effective by the Securities and Exchange
Commission (the “SEC”) on Friday, July 22, 2005), the Company has suspended use of the
Prospectus in connection with an Allowed Delay (as defined in the Investors’ Agreement) and as
required by the applicable rules and regulations of the SEC due to previous acquisitions by the
Company. The undersigned acknowledges and agrees that the Prospectus may be suspended further upon
the completion of the Transactions, and potential future transactions, that the suspension(s) will
continue until the SEC approves requisite amendments to the Prospectus, and that no penalties will
be due as a result of such suspension(s). For the avoidance of doubt, the undersigned also
acknowledges and agrees that no prior penalties were due under the Investors Agreement or the
Series C Notes, since the Registration Statement was declared effective prior to the Effectiveness
Deadline (as defined in the Investors’ Agreement).



The consent of the undersigned to the conversion of the Series C Stock, the amendment to and
exercise of the Warrants, and the waivers, consents and agreements set forth herein, are
irrevocable.



HOLDER




     



Name:




Title:



Date: