legally bound hereby, effective as of the date first written
above.
BORROWERS:
ZANETT, INC.
By:
Name:
Title:
ZANETT COMMERCIAL SOLUTIONS, INC.
By:
Name:
Title:
PARAGON:
PARAGON DYNAMICS, INC.
By:
Name:
Title:
LENDER:
LASALLE BANK NATIONAL ASSOCIATION
By:
Name:
Title:
13
CONSENT AND AGREEMENT
The undersigned consents to the terms of the foregoing Amendment and hereby
confirms and agrees that none of the terms of the Amendment will in any way
adversely affect its obligations or the rights of Lender under that certain
Subordination Agreement dated December 21, 2006 executed by the undersigned in
favor of Lender, all of the terms of which are hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned hereto has duly executed this Consent and
Agreement as of March
, 2008.
BRUNO GUAZZONI, an individual
EXHIBIT "A"
Form of Certificate of Sale of Paragon Closing
CERTIFICATE
The undersigned, ZANETT, INC. ("Zanett"), hereby certifies to
LASALLE BANK NATIONAL ASSOCIATION (the "Lender") as follows:
1.
THIS CERTIFICATE IS BEING DELIVERED PURSUANT TO THAT CERTAIN
THIRD AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT DATED MARCH 17,
2008 BY AND AMONG LENDER, ZANETT, ZANETT COMMERCIAL SOLUTIONS, INC. AND PARAGON
DYNAMICS, INC. (THE "THIRD AMENDMENT").
THE TERMS USED IN THIS CERTIFICATE AND
NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO THEM IN THE
THIRD AMENDMENT.
2.
ZANETT HAS PROVIDED LENDER WITH TRUE AND COMPLETE COPIES OF ALL
MATERIAL AGREEMENTS ENTERED INTO IN CONNECTION WITH THE SALE OF PARAGON,
INCLUDING WITHOUT LIMITATION, THE PARAGON SALE AGREEMENT AND NO MODIFICATIONS OR
AMENDMENTS HAVE BEEN MADE TO THE PARAGON SALE AGREEMENT SINCE BEING DELIVERED TO
LENDER; THE REPRESENTATIONS AND WARRANTIES BY ZANETT CONTAINED IN SUCH DOCUMENTS
ARE ACCURATE; AND NO DEFAULTS OR EVENTS OF DEFAULT EXIST UNDER SUCH DOCUMENTS.
3.
PURSUANT TO THE PARAGON SALE AGREEMENT, ZANETT HAS SOLD ALL OF
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF PARAGON OWNED BY IT TO
KOR.
4.
ALL CONDITIONS FOR CLOSING THE SALE OF PARAGON HAVE BEEN
SATISFIED.
5.
ALL APPROVALS, REGISTRATIONS, CONSENTS AND OTHER FILINGS FOR
CLOSING THE SALE OF PARAGON HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
6.
ZANETT HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL LAWS,
ORDINANCES, GOVERNMENTAL RULES AND REGULATIONS TO WHICH THEY ARE SUBJECT IN
CONNECTION WITH THE SALE OF PARAGON.
7.
THE CLOSING OF THE SALE OF PARAGON WILL NOT CONSTITUTE A DEFAULT
IN ANY MATERIAL RESPECT UNDER ANY AGREEMENT TO WHICH ZANETT OR ANY OF ITS
AFFILIATES IS A PARTY OR BY WHICH IT IS BOUND.
8.
UPON THE CLOSING OF THE SALE OF PARAGON, ZANETT SHALL HAVE NO
LIABILITY WHATSOEVER FOR ANY ACTS OR OMISSIONS OF PARAGON.
9.
ZANETT HAS RECEIVED A MINIMUM PURCHASE PRICE OF $8,750,000 FROM
KOR AS CONFIRMED BY A SIGNED COPY OF THE FINAL SETTLEMENT STATEMENT, DELIVERED
TO LENDER, IN CONNECTION WITH THE SALE OF PARAGON.
10.
ZANETT HAS UTILIZED THE PROCEEDS OF THE SALE OF PARAGON TO (A) PAY
TO LENDER AN AMOUNT EQUAL TO (I) THE PURCHASE PRICE, MINUS (II) $887,500,