Halo Technology Holdings, Inc. Watch

from 8-K ~10 pages This Amendment Agreement No. 4 (This Amendment Agreement) Is Dated as of May 17, 2007 Between: (1) Halo Technology Holdings, Inc. (Formerly Warp Technology Holdings, Inc.), a Nevada Corporation, as Borrower (The Company); and (2) Fortress Credit Corp., in Its Capacity as Agent to the Lenders Under the Credit Agreement Referred to Below (In That Capacity, the Agent). Whereas

from 8-K ~5 pages This Amendment Agreement No. 3 (This Amendment Agreement) Is Dated as of November , 2006 Between: (1) Halo Technology Holdings, Inc. (Formerly Warp Technology Holdings, Inc.), a Nevada Corporation, as Borrower (The Company); and (2) Fortress Credit Corp., in Its Capacity as Agent to the Lenders Under the Credit Agreement Referred to Below (In That Capacity, the Agent). Whereas: (A) the Company, the Lenders (Referred to Therein) and the Agent Are Parties to That Certain Credit Agreement Dated August 2, 2005, as Amended by Amendment No. 1 Dated as of October 26, 2005 and Amendment No. 2 Dated as of October 11, 2006 (The Credit Agreement)

from 8-K ~10 pages This Amendment Agreement No. 2 (This Amendment Agreement) Is Dated as of October —, 2006 Between: (1) Halo Technology Holdings, Inc. (Formerly Warp Technology Holdings, Inc.), a Nevada Corporation, as Borrower (The Company); and (2) Fortress Credit Corp., in Its Capacity as Agent to the Lenders Under the Credit Agreement Referred to Below (In That Capacity, the Agent). Whereas: (A) the Company, the Lenders (Referred to Therein) and the Agent Are Parties to That Certain Credit Agreement Dated August 2, 2005, as Amended by Amendment No. 1 Dated as of October 26, 2005 (The Credit Agreement). (B) This Amendment Agreement Is Supplemental to and Amends the Credit Agreement. the Company and the Agent Have Agreed That the Credit Agreement Should Be Amended as Set Forth in This Amendment Agreement. It Is Agreed as Follows: 1. Interpretation 1.1 Definitions Terms Defined in the Credit Agreement (By Reference or Otherwise) Have, Unless Expressly Defined in This Amendment Agreement, the Same Meanings in This Amendment Agreement. 1.2 Construction the Provisions of Clause 1.2 (Construction) of the Credit Agreement Apply to This Amendment Agreement as Though They Were Set Out in Full in This Amendment Agreement, Except That References to “This Agreement” Are to Be Construed as References to This Amendment Agreement. 2. Effect of Amendment Agreement

from 8-K ~5 pages October 11, 2006 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) Dear Sirs,

from 8-K ~20 pages Intercreditor and Subordination Agreement

from 8-K ~20 pages This Agreement (This Agreement) Is Dated October 26, 2005 Between: 1. Warp Technology Holdings, Inc. as Pledgor (The Pledgor); and 2. Fortress Credit Corp., as Collateral Agent for the Finance Parties Party to the Credit Agreement Described Below (In This Capacity the Collateral Agent). Background

from 8-K ~20 pages Intercreditor and Subordination Agreement

from 8-K ~5 pages This Amendment Agreement No. 1 (This Amendment Agreement) Is Dated as of October 26, 2005 Between: (1) Warp Technology Holdings, Inc., a Nevada Corporation, (The Company); (2) Fortress Credit Opportunities I LP, as Lender (The Lender); and (3) Fortress Credit Corp., as Agent (In That Capacity, the Agent). Whereas: (A) the Company, Fortress Credit Corp., as Original Lender, and the Agent Have Entered Into the Credit Facilities Agreement Dated August 2, 2005 (The Credit Agreement)

from 8-K ~20 pages This Agreement (This Agreement) Is Dated October 26, 2005 Between: 1. Warp Technology Holdings, Inc. as Pledgor (The Pledgor); and 2. Fortress Credit Corp., as Collateral Agent for the Finance Parties Party to the Credit Agreement Described Below (In This Capacity the Collateral Agent). Background

from 8-K ~20 pages This Agreement (This Agreement) Is Dated October 26, 2005 Between: 1. Warp Technology Holdings, Inc. as Pledgor (The Pledgor); and 2. Fortress Credit Corp., as Collateral Agent for the Finance Parties Party to the Credit Agreement Described Below (In This Capacity the Collateral Agent). Background

from 8-K ~20 pages This Agreement (This Agreement) Is Dated October 26, 2005 Between: 1. Warp Technology Holdings, Inc. as Pledgor (The Pledgor); and 2. Fortress Credit Corp., as Collateral Agent for the Finance Parties Party to the Credit Agreement Described Below (In This Capacity the Collateral Agent). Background

from 8-K ~20 pages This Agreement (This Agreement) Is Dated October 26, 2005 Between: 1. Warp Technology Holdings, Inc. as Pledgor (The Pledgor); and 2. Fortress Credit Corp., as Collateral Agent for the Finance Parties Party to the Credit Agreement Described Below (In This Capacity the Collateral Agent). Background

from 8-K/A ~10 pages 1. Interpretation 1.1 Definitions in This Agreement: Accession Agreement Means an Agreement by Which a Member of the Group Becomes an Additional Borrower or an Additional Guarantor Under the Credit Agreement After the Date of Execution of the Credit Agreement. Additional Borrower Means a Member of the Group Which Becomes a Borrower Under the Credit Agreement After the Date of Execution of the Credit Agreement. Additional Guarantor Means Any Member of the Group Which Becomes a Guarantor Under the Credit Agreement After the Date of Execution of the Credit Agreement. Agent Means Fortress Credit Corp. in Its Capacity as Agent Under the Credit Agreement (As Defined Below)

from 8-K/A ~10 pages This Security Trust Agreement (The Agreement) Is Made on August 2005 Between: (1) Fortress Credit Corp., a Delaware Corporation With Its Address at 1251 Avenue of the Americas, New York, Ny 10020 (The Collateral Agent); (2) Fortress Credit Opportunities I LP, a Delaware Corporation With Its Address at 1251 Avenue of the Americas, New York, Ny 10020; (3) the Other Finance Parties as Defined Under Clause 1.1 (Definitions) Below; (4) the Security Grantors as Defined Under Clause 1.1 (Definitions) Below. the Finance Parties and the Security Grantors Are Hereinafter Collectively Referred to as the Parties. Whereas (A) the Original Lender Has Agreed to Make Available to the Borrowers Certain Facilities on the Terms of and Subject to the Credit Agreement (Each as Defined Below). (B) It Is a Condition to the Finance Parties (As Defined Below) Making the Facilities Available That the Pledgor Enters Into This Agreement. It Is Agreed as Follows

from 8-K/A ~20 pages [Mortgage of Shares Between Warp Solutions, Inc. and Fortress Credit Corp.] This Deed Is Dated 2 August 2005 Between: (1) Warp Solutions, Inc., a Delaware Corporation (The Chargor); and (2) Fortress Credit Corp (The Agent) as Agent and Trustee for the Lenders (As Defined in the Credit Agreement Defined Below). Background: (A) the Chargor Enters Into This Deed in Connection With the Credit Agreement (As Defined Below). (B) It Is Intended That This Document Takes Effect as a Deed Notwithstanding the Fact That a Party May Only Execute This Document Under Hand. It Is Agreed as Follows

from 8-K/A ~20 pages [Mortgage of Shares Between Gupta Technologies, LLC and Fortress Credit Corp.] This Deed Is Dated 2 August 2005 Between: (1) Gupta Technologies, LLC, a Delaware Limited Liability Company (The Chargor); and (2) Fortress Credit Corp (The Agent) as Agent and Trustee for the Lenders (As Defined in the Credit Agreement Defined Below). Background: (A) the Chargor Enters Into This Deed in Connection With the Credit Agreement (As Defined Below). (B) It Is Intended That This Document Takes Effect as a Deed Notwithstanding the Fact That a Party May Only Execute This Document Under Hand. It Is Agreed as Follows

from 8-K/A ~20 pages 1. Interpretation 1.1 Definitions in This Deed: Act Means the Law of Property Act 1925. Credit Agreement Means the Credit Agreement Dated 1 August 2005 Between (Among Others), Warp Technology Holdings Inc., the Chargor and the Agent. Party Means a Party to This Deed. Receiver Means an Administrative Receiver, Receiver and Manager or a Receiver, in Each Case, Appointed Under This Deed

from 8-K/A ~20 pages 1. Interpretation 1.1 Definitions in This Deed: Act Means the Law of Property Act 1925. Credit Agreement Means the Credit Agreement Dated1 August 2005 Between (Among Others), Warp Technology Holdings Inc., the Chargor and the Agent. Party Means a Party to This Deed. Receiver Means an Administrative Receiver, Receiver and Manager or a Receiver, in Each Case, Appointed Under This Deed

from 8-K/A ~10 pages 1. Interpretation 1.1 Definitions in This Deed: Act Means the Law of Property Act 1925. Credit Agreement Means the Credit Agreement Dated1 August 2005 Between (Among Others), Warp Technology Holdings Inc., the Chargor and the Agent. Party Means a Party to This Deed. Receiver Means an Administrative Receiver, Receiver and Manager or a Receiver, in Each Case, Appointed Under This Deed

from 8-K/A ~20 pages Intercreditor and Subordination Agreement