REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
This Registration Rights Agreement (this “Agreement”) is made as of June 20, 2008 by ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to (a) ComVest Capital, LLC (one of the initial Holders) to enter into the Loan Agreement (as such term is hereinafter defined), provide financial accommodations from time to time thereunder, and/or acquire or hold Warrant Shares (as such term is hereinafter defined), and (b) Manufacturers and Traders Trust Company (one of the initial Holders) to enter into the Restructure Agreement (as such term is hereinafter defined) and/or acquire or hold Warrant Shares. Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the appli
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of June, 2008, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”).
WARRANT TO PURCHASE COMMON STOCK OF CLEARPOINT BUSINESS RESOURCES, INC.Clearpoint Business Resources, Inc • July 7th, 2008 • Blank checks • Delaware
This is to certify that, FOR VALUE RECEIVED, B&N Associates, LLC (“B&N”), 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 June 20, 2008 and ending at 5:00 P.M. (E.S.T.) on March 31, 2011 (the “Exercise Period”), an aggregate of Fifteen Thousand (15,000) 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”.
ContractCollateral Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • New York
COLLATERAL AGREEMENT, dated as of June 20, 2008, by and among CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower executing this Agreement as named on the signature page hereto (the “Subsidiaries”), and any and all Additional Grantors who may become party to this Agreement (the Borrower, such Subsidiaries and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and COMVEST CAPITAL, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
ContractGuaranty Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of June 20, 2008, is made by each of the entities executing this Agreement as named on the signature page hereof (together with any and all Additional Guarantors from time to time, each a “Guarantor” and collectively the “Guarantors”), in favor of ComVest Capital, LLC (the “Lender”).
VALIDITY GUARANTYValidity Guaranty • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
VALIDITY GUARANTY (this “Agreement”) is made as of the 20th day of June, 2008, by and among COMVEST CAPITAL, LLC, a Delaware limited liability company having offices at One North Clematis, Suite 300, West Palm Beach, Florida 33401 (the “Lender”), CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation having offices at 1600 Manor Drive, Suite 110, Chalfont, Pennsylvania 18914 (the “Borrower”), and JOHN PHILLIPS, an individual residing at (the “Principal”);
ContractClearpoint Business Resources, Inc • July 7th, 2008 • Blank checks • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.
SUBORDINATION AGREEMENTSubordination Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
SUBORDINATION AGREEMENT (this “Agreement”), made and entered into this 20th day of June, 2008, by and among COMVEST CAPITAL, LLC, a Delaware limited liability company having offices at One North Clematis, Suite 300, West Palm Beach, Florida 33401 (the “Senior Creditor”), B&N ASSOCIATES, LLC, ALYSON P. DREW, FERGCO BROS. PARTNERSHIP, and MATTHEW KINGFIELD (singly and collectively, the “Junior Creditor”), and CLEARPOINT RESOURCES, INC., a Delaware corporation having offices at 1600 Manor Drive, Suite 110, Chalfont, Pennsylvania 18914 (the “Company”);
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
AGREEMENT (this “Agreement”), made and entered into this 20th day of June, 2008, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (“MTB”);
VOTING AGREEMENT AND IRREVOCABLE PROXY June 20, 2008Voting Agreement and Irrevocable Proxy • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Delaware
The undersigned (the “Stockholders,” and each a “Stockholder”) understand that ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”), proposes to enter into a Loan Modification and Restructuring Agreement on the date hereof (the “Loan Modification Agreement”) with Manufacturers and Traders Trust Company, a New York commercial state chartered bank (“MTB”), pursuant to which, among other things, the Company shall issue the following warrants to MTB: (i) warrant to purchase 1,200,000 shares of common stock of the Company (“Company Common Stock”) for $0.01 per share, and (ii) warrant to purchase 300,000 shares of Company Common Stock for $1.00 per share (collectively, the “Warrants”). Capitalized terms used without definition in this Voting Agreement (the “Agreement”) shall have the meanings ascribed thereto in the Loan Modification Agreement.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Delaware
This ADVISORY SERVICES AGREEMENT (the “Agreement”), is made and entered into as of the 26th day of June, 2008 (the “Effective Date”), by and between ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”) and TerraNova Management Corp. (“TNMC”), a Ontario corporation.
LOAN MODIFICATION AND RESTRUCTURE AGREEMENTLoan Modification and Restructure Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This Loan Modification and Restructure Agreement (this “Agreement”) is made this 20th day of June, 2008 by and among ClearPoint Business Resources, Inc. (“Borrower”), a Delaware corporation, ClearPoint Resources, Inc. (“Resources”), a Delaware corporation, Allied Contract Services, LLC, a Delaware limited liability company, Mercer Ventures, Inc., a Delaware corporation, Quantum Resource Corporation, a Delaware corporation, Staffbridge, Inc., a Delaware corporation, ClearPoint Advantage, LLC, a Delaware limited liability company, ClearPoint Managed Services, LLC, a Delaware limited liability company, eMgate Solutions Group, LLC, a Delaware limited liability company, ClearPoint Workforce, LLC, a Delaware limited liability company, ASG, LLC, A Rhode Island limited liability company, ASG, LLC, a Florida limited liability company, ClearPoint HR, LLC, a Delaware limited liability company (each a “Guarantor” and collectively, “Guarantors”), and Manufacturers and Traders Trust Company (“MTB”),
REVOLVING CREDIT NOTERevolving Credit Note • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
FOR VALUE RECEIVED, the undersigned, CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on December 31, 2010 (or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of Three Million ($3,000,000) Dollars or, if less, the aggregate outstanding unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time to time from th
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of June 20, 2008, by and between ClearPoint Business Resources, Inc. (the “Company”), a Delaware corporation located at 1600 Manor Drive, Suite 110, Chalfont, PA 18914, and John G. Phillips (“Executive”), an adult individual residing at 109 Forest Trail Drive, Lansdale, PA 19446.
CLEARPOINT BUSINESS RESOURCES, INC. Chalfont, PA 18914 June 20, 2008Letter Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks
This letter agreement (“Agreement”) sets forth the binding agreement between CPBR, on the one hand, and the ALS Parties, Joseph Raymond, Jr., Kevin O’Donnell, Michael W. O’Donnell, Michael J. O’Donnell and RVR Consulting Group, Inc., on the other hand, with respect to the matters covered herein:
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASEEmployment Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
WHEREAS, Kurt Braun (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 Chief Financial Officer; and
