Clearpoint Business Resources, Inc Sample Contracts

ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS OF THE STOCKHOLDERS
Voting Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
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EXHIBIT 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
BACKGROUND
Employment Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Pennsylvania
EXECUTION FORM AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
January 25, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: Terra Nova Acquisition Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Terra Nova...
Warrant Purchase Agreement • January 31st, 2005 • Terra Nova Acquisition CORP

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Terra Nova Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.

240,000 UNITS OF
Purchase Option Agreement • April 4th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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

WARRANT TO PURCHASE COMMON STOCK OF CLEARPOINT BUSINESS RESOURCES, INC.
Warrant Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • 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”.

TERRA NOVA ACQUISITION CORPORATION TerraNova Management Corp. 2 Bloor Street West, Suite 3400 Toronto, Ontario, Canada M4W 3E2 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...
Management Services Agreement • January 31st, 2005 • Terra Nova Acquisition CORP

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Terra Nova Acquisition Corporation ("TNAC") and continuing until (the "Termination Date") the earlier of the consummation by TNAC of a "Business Combination" or TNAC's liquidation (as described in TNAC's IPO prospectus), TerraNova Management Corp. shall make available to TNAC certain office and secretarial services as may be required by TNAC from time to time, situated at 2 Bloor Street West, Suite 3400, Toronto, Ontario, Canada M4W 3E2. In exchange therefore, TNAC shall pay TerraNova Management Corp. the sum of US$7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

CREDIT AGREEMENT dated as of February 23, 2007 among CLEARPOINT BUSINESS RESOURCES, INC. The Several Lenders From Time to Time Parties Hereto, MANUFACTURERS AND TRADERS TRUST COMPANY as Administrative Agent and Issuing Bank
Credit Agreement • February 28th, 2007 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania

THIS CREDIT AGREEMENT, dated as of February 23, 2007, is among CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (individually, a “Lender”; collectively, the “Lenders”) and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (in such capacity, the “Administrative Agent”).

Contract
Guaranty 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”).

Contract
Collateral 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.

OFFICE SPACE LEASE for NEW BRITAIN CORPORATE CENTER by and between NEW BRITAIN LAND LIMITED PARTNERSHIP (as Landlord) and MERCER STAFFING, INC. (as Tenant)
Office Space Lease • December 24th, 2008 • Clearpoint Business Resources, Inc • Services-help supply services • Pennsylvania

THIS LEASE (the “Lease”) is made the 14th day of April, 2005 between NEW BRITAIN LAND LIMITED PARTNERSHIP (herein referred to as “Landlord”), a Pennsylvania limited partnership and MERCER STAFFING, INC, a Delaware corporation (herein referred to as “Tenant”).

WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • September 12th, 2006 • Terra Nova Acquisition CORP • Blank checks • New York

This Warrant Clarification Agreement (this ‘‘Agreement’’), dated September 6, 2006, is to the Warrant Agreement, dated as of April 18, 2005 (the ‘‘Warrant Agreement’’), by and between Terra Nova Acquisition Corporation, a Delaware corporation (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation (‘‘Warrant Agent’’).

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Franchise Agreement – Management Agreement
Franchise Agreement • November 13th, 2007 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor 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”);

VALIDITY GUARANTY
Validity 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”);

LOAN MODIFICATION AND RESTRUCTURE AGREEMENT
Loan 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”),

Contract
Warrant Agreement • July 7th, 2008 • Clearpoint Business Resources, Inc • 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.

REVOLVING CREDIT NOTE
Revolving 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

WAIVER AND CONSENT
Waiver and Consent • December 23rd, 2008 • Clearpoint Business Resources, Inc • Services-help supply services

This Waiver and Consent (this “Agreement”), dated December 19, 2008, is entered into by and among ClearPoint Business Resources, Inc. (the “Company”) and ComVest Capital, LLC (the “Warrant Holder”).

SUBORDINATION AGREEMENT
Subordination Agreement • August 14th, 2008 • Clearpoint Business Resources, Inc • Blank checks

SUBORDINATION AGREEMENT (this “Agreement”), made and entered into this 30th 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”), former SHAREHOLDERS OF STAFFBRIDGE, INC., a corporation having an address at 133-47 Sanford Ave., #5E, Flushing, NY 11335 (the “Junior Creditor”), and CLEARPOINT RESOURCES, INC., a Delaware corporation having offices at 1600 Manor Drive, Suite 110, Chalfont, Pennsylvania 18914 (the “Company”);

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 20th, 2009 • Clearpoint Business Resources, Inc • Services-help supply services

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2009, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”).

AMENDMENT TO UNIT PURCHASE OPTIONS
Unit Purchase Options • September 12th, 2006 • Terra Nova Acquisition CORP • Blank checks

This AMENDMENT TO UNIT PURCHASE OPTIONS (this ‘‘Amendment’’), dated September 7, 2006, is made by and between Terra Nova Acquisition Corporation (the ‘‘Company’’) and the holders designated on the signature page hereof (‘‘Holders’’), to those certain Unit Purchase Options referred to below.

AGREEMENT TO REFORM ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 14th, 2008 • Clearpoint Business Resources, Inc • Services-help supply services

THIS AGREEMENT TO REFORM ASSET PURCHASE AGREEMENT is made effective as of this 23rd day of February, 2007, by and among ALS, LLC (“ALS”), a Florida limited liability company, Advantage Services Group II, LLC (“ASG II”), a Florida limited liability company, ALSC, LLC (“ALSC”), a Florida limited liability company, ALSC II, LLC (“ALSC II”), a Florida limited liability company, ALSC III, LLC (“ALSC III”), a Florida limited liability company, ALSC IV, LLC (“ALSC IV”), a Florida limited liability company, ASG, LLC, a Florida limited liability company (“ASG” and with ALS, ASG II, ALSC, ALSC II, ALSC III, ALSC IV, collectively, the “ALS Companies” and individually each an “ALS Company”), Joseph Raymond (“JR”), Michael J. O’Donnell (“MO”), Kevin O’Donnell (“KO”) and Michael W. O’Donnell (“MJO” and together with JR, MO and KO, the “ALS Shareholders” and individually, each an “ALS Shareholder”) and ClearPoint Business Resources, Inc., a Delaware Corporation (“ClearPoint”). ClearPoint, the ALS Com

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • November 14th, 2008 • Clearpoint Business Resources, Inc • Services-help supply services • California

This SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made as of this 22nd day of August, 2008 (the “Effective Date”), by and between Koosharem Corp., a California corporation d/b/a Select Staffing, located at 3820 State Street, Santa Barbara, CA 93105 (“Koosharem”), Real Time Staffing Services, Inc., a California corporation d/b/a Select Staffing, located at 3820 State Street, Santa Barbara, CA 93105 (“Real Time” and together with Koosharem, “Select”) and ClearPoint Resources, Inc., a Delaware corporation, located at 1600 Manor Drive, Suite 110, Chalfont, PA 18914 (“CPR”). Select and CPR shall each be a “Party” and shall collectively be the “Parties”.

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