WARRANT TO PURCHASE COMMON STOCK OF CLEARPOINT BUSINESS RESOURCES, INC.Clearpoint Business Resources, Inc • May 20th, 2008 • Blank checks • Delaware
This is to certify that, FOR VALUE RECEIVED, Fergco Bros Partnership (“Fergco”), is entitled to purchase, subject to the terms set forth below, from ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”), during the period commencing on March 31, 2008 and ending at 5:00 P.M. (E.S.T.) on March 31, 2010 (the “Exercise Period”), an aggregate of Forty-Five Thousand (45,000) fully paid and non-assessable shares of Company Common Stock, $0.0001 par value per share (the “Common Stock”), at a per share purchase price of $1.55 (the “Exercise Price”). The Exercise Price and the number of such shares are subject to adjustment, from time to time, as provided below. The shares of Common Stock deliverable upon such exercise are hereinafter sometimes referred to as the “Warrant Shares”. This Warrant is herein called the “Warrant”.
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALEAssignment and Assumption Agreement and Bill of Sale • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This ASSIGNMENT AND ASSUMPTION AGREEMENT and BILL OF SALE (the “Agreement”), is made and entered into this 28th day of February, 2008, by and between Optos Capital, LLC, a New Jersey limited liability company (“Purchaser”) and ClearPoint Resources, Inc., a Delaware corporation (“Seller”).
TEMPORARY HELP SERVICES SUBCONTRACTTemporary Help Services Subcontract • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • California
This TEMPORARY HELP SERVICES SUBCONTRACT (the “Agreement”) is made this 8th day of April, 2008, by and between ClearPoint Resources, Inc., a Delaware corporation (“COMPANY”) and Koosharem Corp., a California corporation d/b/a Select Staffing (“SELECT”). COMPANY and SELECT may be referred to herein each as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This ESCROW AGREEMENT (this “Agreement”) is dated as of April 14, 2008, by and among ClearPoint Business Resources, Inc., a Delaware corporation (“CPBR”), ClearPoint Resources, Inc., a Delaware corporation and wholly owned subsidiary of CPBR (“CPR”), Blue Lake Rancheria, a federally recognized Indian tribe (“Blue Lake”) and Archer & Archer, P.C., a Pennsylvania professional corporation (the “Escrow Agent”).
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASEEmployment Agreement • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
WHEREAS, Christopher Ferguson (hereinafter “EMPLOYEE”) has been employed by ClearPoint Business Resources, Inc., a Delaware corporation and all of its subsidiary and affiliated companies (hereinafter, collectively “EMPLOYER”) in the capacity of President and Secretary; and
CONSULTING AGREEMENTConsulting Agreement • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of the 18th day of April, 2008 (the “Effective Date”), by and between ClearPoint Resources, Inc., a Delaware corporation (the “Company”) and Chris Ferguson, an adult individual (the “Consultant”).
WAIVERWaiver • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
WAIVER (this “Waiver”), dated as of April 14, 2008, among CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties to the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
TERMINATION AGREEMENTTermination Agreement • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This TERMINATION AGREEMENT (the “Agreement”) is made and executed this 8th day of April, 2008, by and between ClearPoint Resources, Inc., a Delaware corporation (the “Company”) and Optos Capital, LLC, a New Jersey limited liability company (“Optos”). The Company and Optos may be referred to herein each as a “Party” and collectively as the “Parties.”
ContractLicense Agreement • May 20th, 2008 • Clearpoint Business Resources, Inc • Blank checks • California
As of March 31, 2008Clearpoint Business Resources, Inc • May 20th, 2008 • Blank checks • Pennsylvania
This Letter (the “Agreement”) is intended to set forth certain agreements between ClearPoint Resources, Inc. (“CPR”) and Blue Lake Rancheria, a federally recognized Indian tribe (“Blue Lake”), with respect to the amendment and restatement of that certain Promissory Note, dated March 1, 2005, for the original principal amount of $1,290,000 (the “Note”). The parties acknowledge and understand that this Agreement constitutes a legally binding obligation and commitment on the parties hereto which shall be further documented in definitive, binding agreements to be completed no later than April 14, 2008.
