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Exhibit
10.3
EIGHTH
AMENDMENT
TO LOAN AND SECURITY
AGREEMENT
(ASSET
BASED)
THIS AGREEMENT made and
entered into as of this 16th day of May, 2008 by and between
Allin Corporation; Allin Interactive Corporation; Allin
Corporation of California DBA: Allin Consulting; Allin Network
Products, Inc.; Allin Holdings Corporation; Allin Consulting of
Pennsylvania, Inc.; and Codelab Technology Group, Inc. , having
a business address of 381 Mansfield Ave Suite 400, Pittsburgh, PA
15220-2751, hereinafter “Borrower”;
AND
S&T Bank having
its principal office located at 800 Philadelphia St, Indiana, PA,
15701; hereinafter “Lender”.
WHEREAS, the parties did
enter into a Loan and Security Agreement (Asset Based) dated
October 1, 1998, hereinafter “Loan Agreement”;
and
WHEREAS, pursuant to that
Loan Agreement, the Borrower executed uniform commercial code
statements and a Revolving Credit Note; and
WHEREAS, the parties desire
that Section 6.12 Prohibited Corporate
Transactions of the Loan Agreement be modified.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and
intending to be legally bound hereby the parties agree as
follows:
1. The Loan Agreement dated
October 1, 1998, amended on March 25, 1999 (the
“First Amendment”), September 30, 1999 (the
“Second Amendment”), September 28, 2001 (the
“Third Amendment”), September 26, 2005 (the
“Fourth Amendment), September 26, 2005 (the “Fifth
Amendment”), September 6, 2006 (the “Sixth
Amendment”), and June 28, 2007 (the “Seventh
Amendment”) is hereby amended by waiving the following
provisions of Section 6.12:
Section 6.12(c)
– waiver of the provision prohibiting Allin from entering
into the earn out portion of the SharePoint Hosting
agreement.
Section 6.12(g)
– waiver of the provision restricting Allin related to its
desire to “merge or agree to merge with or into or
consolidate with any other person, corporation, firm or entity or
acquire any material portion of the stock or assets or business of
any person, corporation, firm or other entity.”
Section 6.12(h)
– waiver of the provision prohibiting Allin from
“conveying…. any of its property or assets” in
exchange for the assets of SharePoint Hosting
2. In all respects the
uniform commercial code statements and the Revolving Credit Note
dated October 1, 1998, as amended from time to time, shall
remain in full forc
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