Common use of Certifications From Banks and Participants; US PATRIOT Act Clause in Contracts

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETT, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Attention: Commitment Percentage: 100% [Acknowledgement to Revolving Credit and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 Indebtedness

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETTRESEARCH PHARMACEUTICALS, INC. By: By /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary CFO PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx Xxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxx Xxxxxx Title: Senior Vice President Attention: V/P Commitment Percentage: 100% [Acknowledgement to Exhibit 1.2 Revolving Credit Credit, Term Loan and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Agreement Borrowing Base Certificate Exhibit 2.1(bCertificate #: Company: Research Pharmaceutical Services, Inc. Period Ended: 10/19/2006 To induce PNC Bank, National Association (“Agent”) Form to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following: Collateral Balances: [1] Previous Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 IndebtednessBilled AR Balance as of: 9/30/2006 > $ 19,146,168.70

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETTRESEARCH PHARMACEUTICALS, INC. By: By /s/ Xxxxxx Xxxxxxx Sxxxxx Xxxx Name: Xxxxxx Xxxxxxx Sxxxxx Xxxx Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary CFO PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx Cxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxx Cxxxx X. Xxxxxxxxx Xxxxxx Title: Senior Vice President Attention: V/P Commitment Percentage: 100% [Acknowledgement to Exhibit 1.2 Revolving Credit Credit, Term Loan and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Agreement Borrowing Base Certificate Exhibit 2.1(bCertificate #: Company: Research Pharmaceutical Services, Inc. Period Ended: 10/19/2006 To induce PNC Bank, National Association (“Agent”) Form to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following: Collateral Balances: [1] Previous Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 IndebtednessBilled AR Balance as of: 9/30/2006 > $ 19,146,168.70

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or Any assignee or participant of a Term B Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent Term B Lender the certification, or, if applicable, recertification, certifying that such assignee or participant of Term B Lender is not a “"shell” " and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTESTAIR INDUSTRIES MACHINING, CORP. By: ZANETT/s/ Peter D. Rettaliata ------------------------------------ Name:Peter D. Rettaliata Title:Prexxxxxx SIGMA METALS, INC. By: /s/ Xxxxxx Xxxxxxx Peter D. Rettaliata ------------------------------------ Name: Xxxxxx Xxxxxxx Peter D. Rettaliata Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Attention: Commitment Percentage: 100% [Acknowledgement to Revolving Credit and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETTPrxxxxxxx WELDING METALLURGY, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto as successor by order of the board of directors of said corporation. [Notary seal affixed here] merger with WMS Merger Corp. By: /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK Peter D. Rettaliata ------------------------------------ Name: Peter D. Rettaliata Title:Prexxxxxx STEEL CITY CAPITAL FUNDING LLC (AS TERM B LENDER) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] By: /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 IndebtednessKevin Madigan ------------------------------------ Name: Kevin Madigan Title: Managing Xxxxxxxx

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETTBLONDER TONGUE LABORATORIES, INC. /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxx Xxxxxxx XXXX XXXXXXX Name: XXXXXX X. XXXXX, XX. Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Assistant Secretary Title: Secretary PNC BANKPresident SOVEREIGN BUSINESS CAPITAL, NATIONAL ASSOCIATIONa division of Sovereign Bank, a federal savings bank, as Lender and as Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Name: Xxxx XXXXXX X. Xxxxxxxxx XXXXXXXXX Title: Senior Vice President Attention: Commitment Percentage: 100% [Acknowledgement to Revolving Credit 85 List of Exhibits and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Schedules Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b2.1(a) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections 2.4 Term Note Exhibit 8.1(j8.1(k) Financial Condition Certificate Exhibit 16.3 15.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.7 Environmental Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 7.5 Loans and Advances Schedule 7.7 Indebtedness

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETT, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer ZANETT COMMERCIAL SYPRIS SOLUTIONS, INC. ., as Borrower By: /s/ Xxxxxx /s Xxxxxxx NameX. Xxxx Xxxxxxx X. Xxxx President and Chief Executive Officer SYPRIS TECHNOLOGIES, INC., SYPRIS ELECTRONICS, LLC, SYPRIS DATA SYSTEMS, INC., SYPRIS TECHNOLOGIES XXXXXX, LLC, SYPRIS TECHNOLOGIES KENTON, INC., SYPRIS TECHNOLOGIES MEXICAN HOLDINGS, LLC, as Borrowers By: Xxxxxx /s Xxxxxxx Title: Secretary X. Xxxx Xxxxxxx X. Xxxx Chairman Signature Page to Revolving Credit and Security Agreement PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Name: Xxxx Xxxxxx Xxxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President PNC Bank, National Association 0000 X. 0xx Xxxxxx, 0xx Xxxxx Xxxxxxx: X0-XX00-00-0 Xxxxxxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxxx Commitment Percentage: 100% [Acknowledgement to Revolving Credit and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 Indebtedness%

Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [Remainder of page intentionally left blank; signature page follows] [Signature Page to Revolving Credit and Security Agreement] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: ZANETTBCI COMMUNICATIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx XXXXXXXX XXX Name: XXXXXXX XXXXXXXX Title: General Counsel & Secretary Title: Chief Financial Officer ZANETT COMMERCIAL SOLUTIONS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary Executive Officers & President PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx XXXX XXXXXXXXX Title: Senior Vice President Attention: Commitment Percentage: 100% [Acknowledgement to Revolving Credit 92 List of Exhibits and Security Agreement] STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the CFS of ZANETT, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this 28th day of January, 2011, before me personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he is the Secretary of ZANETT COMMERCIAL SOLUTIONS, INC., the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. [Notary seal affixed here] /s/ Xxxx Xxxxxxxxx Xxxxx Notary Public LIST OF EXHIBITS AND SCHEDULES Schedules Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b2.1(a) Form of Revolving Credit Note Exhibit 5.5(a) Financial Projections Exhibit 8.1(j8.1(k) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.11 Default on Indebtedness Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 IndebtednessGuarantees/Bonds