REAFFIRMATION AND RATIFICATION AGREEMENT
February 28, 2007
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
825 Third Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to (a) the Security Agreement dated as of
June 27, 2005 by and among Thinkpath, Inc., an Ontario corporation
("THINKPATH"), Thinkpath, Inc., an Ohio corporation ("THINKPATH (OH)"),
Thinkpath of Michigan Inc., a Michigan corporation ("THINKPATH (MI)"), and
Thinkpath Technical Services Inc., a Ohio corporation ("TECHNICAL SERVICES") and
Laurus Master Fund, Ltd., a Cayman Islands company ("LAURUS") (as amended,
modified and/or supplemented from time to time, the "JUNE 2005 SECURITY
AGREEMENT"), (b) the Ontario Subsidiary Guaranty, dated as of June 27, 2005 made
by Systemsearch Consulting Services Inc., an Ontario corporation
("SYSTEMSEARCH"), Thinkpath Training Inc., an Ontario corporation ("THINKPATH
TRAINING (ON)"), Tidalbeach Inc., an Ontario corporation ("TIDALBEACH"),
International Career Specialists Inc., an Ontario corporation ("ICS") and TBM
Technologies Inc., an Ontario Corporation ("TBM") in favor of Laurus (as
amended, modified or supplemented from time to time, the "ONTARIO SUBSIDIARY
GUARANTY"), (c) the Ontario Master Security Agreement dated as of June 27, 2005
made by Thinkpath Training (ON), Tidalbeach, ICS and TBM in favor of Laurus (as
amended, modified or supplemented from time to time, the "ONTARIO MASTER
SECURITY AGREEMENT"), (d) the US Subsidiary Guaranty, dated as of June 27, 2005
made by Thinkpath Training (US) Inc., a New York corporation ("THINKPATH
TRAINING (NY)"), Microtech Professional Inc., a Massachusetts corporation
("MICROTECH") and E-wink, Inc., a New York corporation ("EWINK") in favor of
Laurus (as amended, modified or supplemented from time to time, the "US
SUBSIDIARY GUARANTY"), (e) the US Master Security Agreement dated as of June 27,
2005 made by Thinkpath Training (NY), Microtech and Ewink in favor of Laurus (as
amended, modified or supplemented from time to time, the "US MASTER SECURITY
AGREEMENT"), (f) the Stock Pledge Agreement dated as of June 27, 2005 made by
Thinkpath, Thinkpath (OH), Thinkpath (MI), Technical Services, Systemsearch,
Thinkpath Training (ON), Tidalbeach, ICS, TBM, Thinkpath Training (NY),
Microtech and Ewink in favor of Laurus (as amended, modified or supplemented
from time to time, the "STOCK PLEDGE AGREEMENT") and (g) the Security Agreement
dated as of June 30, 2006 by and among Thinkpath, Thinkpath (OH), Thinkpath
(MI), Technical Services and such other subsidiaries of Thinkpath which
hereafter become a party thereto (together with Thinkpath, Thinkpath (OH),
Thinkpath (MI) and Technical Services, the "COMPANIES" and, each a "COMPANY"),
and Laurus (as amended, modified and/or supplemented from time to time, the
"JUNE 2006 SECURITY AGREEMENT") (the June 2005 Security Agreement, the Ontario
Subsidiary Guaranty, the Ontario Master Security Agreement, the US Subsidiary
Guaranty, the US Master Security Agreement, the Stock Pledge Agreement and the
June 2006 Security Agreement, collectively, the "EXISTING SECURITY AND GUARANTY
AGREEMENTS"). For purposes hereof, the defined term "CREDIT PARTY" shall mean
individually and collectively, each of Thinkpath, Thinkpath (OH), Thinkpath
(MI), Technical Services, Systemsearch, Thinkpath Training (ON), Tidalbeach,
ICS, TBM and Thinkpath Training (NY).
WHEREAS, Thinkpath, Thinkpath (OH), Thinkpath (MI), Technical Services
(collectively, the "BORROWERS") and Laurus have agreed to increase the stated
amount of that certain Secured Revolving Note, made by the Borrowers as of June
30, 2006, jointly and severally, in favor of Laurus (as amended, modified or
supplemented from time to time) from $3,500,000 to $3,650,000 (the "INCREASED
REVOLVING NOTE"); and
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration , the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. REAFFIRMATION AND RATIFICATION. To induce Laurus to agree to
increase of the stated amount set forth in the Increased Revolving Note, each
Credit Party hereby jointly and severally:
(a) represents and warrants to Laurus that it has reviewed and approved
the terms and provisions of the Increased Revolving Note and the documents,
instruments and agreements entered into in connection therewith;
(b) acknowledges, ratifies and confirms that all indebtedness incurred
by, and all other obligations and liabilities of, each Company under the
Increased Revolving Note are (i) "Obligations" under, and as defined in the June
2005 Security Agreement, (ii) "Obligations" under, and as defined in the Ontario
Subsidiary Guaranty, (iii) "Obligations" under, and as defined in, the Ontario
Master Security Agreement, (iv) "Obligations" under, and as defined in the US
Subsidiary Guaranty, (v) "Obligations" under, and as defined in, the US Master
Security Agreement, (vi) "Obligations" under, and as defined in, the Stock
Pledge Agreement and (vii) "Obligations" under, and as defined in the June 2006
Security Agreement;
(c) acknowledges, ratifies and confirms that Increased Revolving Note
is (x) an "Ancillary Agreement" under, and as defined in, each of the June 2005
Security Agreement and June 2006 Security Agreement and (y) a "Document" under,
and as defined in, each of the Ontario Subsidiary Guaranty, the Ontario Master
Security Agreement, the US Subsidiary Guaranty, the US Master Security Agreement
and the Stock Pledge Agreement;
(d) acknowledges, ratifies and confirms that all of the terms,
conditions, representations and covenants contained in the Existing Security and
Guaranty Agreements are in full force and effect and shall remain in full force
and effect after giving effect to the execution and effectiveness of the
Increased Revolving Note;
(e) represents and warrants that no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any Existing Security and Guaranty Agreement or the Increased Revolving
Note and the Existing Security and Guaranty Agreements shall continue to
constitute valid security for the obligations of each Credit Party to Laurus
under and pursuant to the Existing Security and Guaranty Agreements and the
Increased Revolving Note; and
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(f) acknowledges, ratifies and confirms the grant by such Credit Party
to Laurus of a security interest in the assets of (including the equity
interests owned by) such Credit Party, as more specifically set forth in the
Existing Security and Guaranty Agreements and that each Existing Security and
Guaranty Agreement constitutes legal, valid and binding obligations of each
Credit Party party thereto, enforceable against each such Credit Party in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other laws of general application limiting the enforceability
of creditors' rights.
2. MISCELLANEOUS. This Reaffirmation shall be binding upon the parties
hereto and their respective successors and permitted assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and permitted assigns. THIS REAFFIRMATION SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
This Reaffirmation may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument. In the
event that any provision of this Reaffirmation shall prove to be invalid or
unenforceable, such provision shall be deemed to be severable from the other
provisions of this Reaffirmation which shall remain binding on all parties
hereto.
5. ANCILLARY AGREEMENTS. From and after the execution and delivery
hereof by the parties hereto, this Reaffirmation shall constitute an "ANCILLARY
AGREEMENT" for all purposes of the Loan Documents.
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Very truly yours,
THINKPATH INC., AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
THINKPATH INC., AN OHIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
THINKPATH OF MICHIGAN INC.,
A MICHIGAN CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
THINKPATH TECHNICAL SERVICES INC.,
AN OHIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
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SYSTEMSEARCH CONSULTING SERVICES INC.,
AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
THINKPATH TRAINING INC.,
AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
TIDALBEACH INC., AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
THINKPATH TRAINING (US) INC.,
A NEW YORK CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
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INTERNATIONAL CAREER SPECIALISTS INC.,
AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
TBM TECHNOLOGIES INC.,
AN ONTARIO CORPORATION
BY:
NAME:
TITLE:
ADDRESS:
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ACKNOWLEDGED AND AGREED TO BY:
LAURUS MASTER FUND, LTD.
BY: /s/ EUGENE GRIN
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NAME: Eugene Grin
TITLE: Director
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