O'Donnell Thomas M Sample Contracts

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • April 29th, 2008 • O'Donnell Thomas M • Services-prepackaged software • Illinois

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 18, 2008 and entered into by and among the undersigned holders of Debentures (the “Investors”) and all persons and entities which hereafter may become holders of Debentures (as defined below) and parties to this Agreement (the “Additional Investors” and, collectively with the Investors, the “Holders”) and Bradley G. Griffith, as Agent for the Holders (in such capacity, the “Agent”), and Sand Technology Inc. (the “Company”).

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VOTING AGREEMENT
Voting Agreement • April 29th, 2008 • O'Donnell Thomas M • Services-prepackaged software • Quebec

THIS VOTING AGREEMENT (as amended restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 18, 2008 and entered into by Bradley G. Griffith on behalf of the Debentureholders, and Arthur G. Ritchie as shareholder of Sand Technology Inc. (in such capacity, the “Shareholder”), and Sand Technology Inc. (the “Corporation”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 29th, 2008 • O'Donnell Thomas M • Services-prepackaged software

This Joint Filing Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Joint Filing Agreement and all of which, when taken together, will be deemed to constitute one and the same Joint Filing Agreement. The undersigned hereby agree to the joint filing of the Schedule 13D to which this Joint Filing Agreement is attached.

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