Halo Technology Holdings, Inc.. POST CLOSING AGREEMENT (2005-02-04)
This POST-CLOSING AGREEMENT (this "Agreement") is dated as of January __, 2005, and is executed and delivered by Warp Technology Holdings, Inc., a Nevada corporation ("Company"), Warp Solutions, Inc., a Delaware corporation ("Solutions") and Gupta Technologies, LLC, a Delaware ("Gupta") (Gupta and Solutions are collectively referred to as the "Subsidiaries"; and the Subsidiaries, together with the Company, as the "Credit Parties") in favor of (i) the noteholders ("Senior Noteholders") pursuant to that certain Note and Warrant Purchase Agreement of this date with the Company and the noteholders ("Subordinate Hoteholders") pursuant to that certain Subordinated Note and Warrant Purchase Agreement of this date with the Company (collectively, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreements") and (ii) Crestview Capital Master, LLC, a Delaware limited liability company ("Collateral Agent"), as collateral agent for the Senior Noteholders and the Subordinate Noteholders (collectively, the Noteholders"). This Agreement shall constitute a "Transaction Document" (as defined in each of the Purchase Agreements).