0001144204-10-018716 Sample Contracts

TERM DEBT - CONVERTIBLE DEBT EXCHANGE AGREEMENT
Term Debt - Convertible Debt Exchange Agreement • April 6th, 2010 • Zanett Inc • Services-business services, nec • Delaware

This TERM DEBT – CONVERTIBLE DEBT EXCHANGE AGREEMENT (this "Agreement") is entered into as of March 31, 2010, by and between Zanett, Inc., a Delaware corporation (the "Company") and Rockport Investments Ltd. (the "Investor").

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VOTING AGREEMENT
Adoption Agreement • April 6th, 2010 • Zanett Inc • Services-business services, nec • Delaware

THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of this 31st day of March, 2010, by and among Zanett, Inc., a Delaware corporation (the "Company"), Claudio M. Guazzoni (together with his designee from time to time) and the holder of voting securities of the Company listed on the signature page hereto (together with its successors, assigns and transferees who become subject to the provisions hereof pursuant to Section 4.1, the "Investor"). The Company and the Investor are sometimes referred to herein collectively as the "Parties."

TRANSACTION APPROVAL AGREEMENT
Transaction Approval Agreement • April 6th, 2010 • Zanett Inc • Services-business services, nec • Delaware

THIS TRANSACTION APPROVAL AGREEMENT (this "Agreement"), dated as of March 31, 2010, is entered into by and among ZANETT, INC., Delaware corporation (the "Company") and the Stockholders listed on the signature page to this Agreement (each, a "Stockholder" and collectively, the "Stockholders").

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