INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
Halo Technology Holdings 200 Railroad Avenue Greenwich, CT 06830Halo Technology Holdings, Inc. • October 13th, 2006 • Services-prepackaged software
This letter sets forth our understanding and agreement concerning your investment in 10% Subordinated Convertible Notes of the Company (the “Notes”) and warrants (the "Warrants”) pursuant to the terms of the Subscription Agreement between you and the Company, a copy of which is attached hereto as Exhibit A (the “Subscription Agreement”).
October 11, 2006Letter Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
To: Fortress Credit Corp., as Agent (the Agent) to the Lenders under the Credit Agreement dated as of August 2, 2005 and amended on October 26, 2005 (as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement)
ContractHalo Technology Holdings, Inc. • October 13th, 2006 • Services-prepackaged software • New York
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Subscription Agreement October —, 2006Subscription Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
This Subscription Agreement (this “Agreement”) sets forth the terms and conditions under which the undersigned investor (an “Investor,” and collectively with other investors, the “Investors”) agrees to purchase 10% Subordinate Convertible Notes (the “Notes”) of Halo Technology Holdings, Inc., a Nevada Corporation (the “Company”), and warrants (the “Warrants”) exercisable for shares of common stock, par value $0.00001 per share of the Company (the “Common Stock”) (the issuance and sale of the Notes and Warrants by the Company pursuant to the terms hereof is referred to herein as the “Offering”). The Notes are convertible into shares of Common Stock pursuant to their terms. The shares of Common Stock for which the Notes are convertible are sometimes referred to herein as the “Conversion Shares.” The shares of Common Stock for which the Warrants are exercisable are sometimes referred to herein as the “Warrant Shares.” The Notes, Conversion Shares, the Warrants and the Warrant Shares are r
SUBORDINATION AGREEMENTSubordination Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
SUBORDINATION AGREEMENT dated as of October , 2006 , 2006, made by Vision Opportunity Master Fund, Ltd., a (the “Subordinated Creditor”), Halo Technology Holdings, Inc, a Nevada corporation (formerly known as Warp Technology Holdings, Inc.) (the “Borrower”) and the subsidiaries of the Borrower listed on Schedule I hereof (the “Subsidiaries” and together with the Borrower, the “Obligors”), in favor of Fortress Credit Corp., as agent for the Senior Lenders referred to below under the Credit Agreement referred to below (“the "Senior Agent”).
CONSENT AGREEMENTConsent Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software
Reference is made to those certain Subordinated Secured Promissory Notes, dated January 31, 2005 in favor of each of the undersigned (as amended, the “Subordinated Notes”), pursuant to which Halo Technology Holdings, Inc., a Nevada corporation formerly known as Warp Technology Holdings, Inc. (“Halo” or the “Company”) has agreed to pay to each of the undersigned the amount set forth opposite the signature for each of the undersigned.
THIS AMENDMENT AGREEMENT No. 2 (this Amendment Agreement) is dated as of October —, 2006 BETWEEN: WHEREAS: IT IS AGREED as follows:Agreement • October 13th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
