by Jury. BORROWERS AND LENDER WAIVE ANY RIGHT TO
TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER
THIS AMENDMENT, (b) ARISING UNDER ANY OF THE OTHER LOAN DOCUMENTS OR (c) IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWERS OR
LENDER WITH RESPECT TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE. BORROWERS AND LENDER AGREE AND CONSENT THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF BORROWERS AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
EACH BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL REGARDING THIS SECTION, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND
EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS OF THIS
SECTION.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment,
intending to be 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 DYNAMICS, INC.
By:__________________________________
Name:________________________________
Title:_________________________________
LENDER:
LASALLE BANK NATIONAL ASSOCIATION
By:__________________________________
Name:________________________________
Title:_________________________________
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CONSENT AND AGREEMENT
The undersigned, as holders of the Private Subordinated Debt, hereby consent and
agree to the terms of this Amendment, and further consent to, agree to and join
in the provisions of Section 1.4 and Section 6 of this Amendment as such
provisions relate to the Private Subordinated Debt and to the extent that such
provisions amend or modify each of the Subordination Agreements dated December
21, 2006 executed by the undersigned in favor of Lender, all of the terms of
which are hereby ratified and confirmed as amended by this Amendment.
IN WITNESS WHEREOF, the undersigned have duly executed this Consent and
Agreement, intending to be legally bound hereby, effective as of October _____,
2007.
____________________________________
BRUNO GUAZZONI, an individual
EMRAL HOLDINGS LIMITED
By:_________________________________
Name:______________________________
Title:_______________________________
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