ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS OF THE STOCKHOLDERSVoting Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
EXHIBIT 10.17 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Terra Nova Acquisition Corporation, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
240,000 UNITS OFTerra Nova Acquisition CORP • April 4th, 2005 • Blank checks • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
EXECUTION FORM AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Terra Nova Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • March 11th, 2005 • Terra Nova Acquisition CORP • Blank checks
WARRANT AGREEMENT Agreement made as of _________, 2005 between Terra Nova Acquisition Corporation, a Delaware corporation, with offices at 2 Bloor Street West, Suite 3400, Toronto, Ontario, Canada M4W 3E2 ("Company"), and Continental Stock Transfer &...Warrant Agreement • April 4th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2005 ("Agreement"), by and among TERRA NOVA ACQUISITION CORPORATION, a Delaware corporation ("Company"), TERRANOVA PARTNERS L.P., RANDY BENSON, BRENDAN CALDER, RANDALL OLIPHANT,...Stock Escrow Agreement • March 11th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • March 11th, 2005 • Terra Nova Acquisition CORP • Blank checks • New York
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...Terra Nova Acquisition CORP • January 31st, 2005
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.
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”.
LOCK-UP AGREEMENT [Note: Form is set up as an individual form to be signed by each person separately.] [Signing Date]Lock-Up Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks
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 BankCredit 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”).
ESCROW AGREEMENT ESCROW AGREEMENT ("Agreement") dated [Closing Date] by and among TERRA NOVA ACQUISITION CORPORATION, a Delaware corporation ("Parent"), MICHAEL D. TRAINA AND, IN HIS ABSENCE, CHRISTOPHER FERGUSON, AS THE REPRESENTATIVE, being the...Escrow Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • New York
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”).
WARRANT CLARIFICATION AGREEMENTWarrant 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’’).
Franchise Agreement – Management AgreementFranchise Agreement – Management Agreement • November 13th, 2007 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
TERRA NOVA ACQUISITION CORPORATION 2 BLOOR STREET WEST, SUITE 3400 TORONTO, ONTARIO M4W 3E2, CANADA May 22, 2006 Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Steven G. Nelson EarlyBirdCapital, Inc. 275...Management Trust Agreement • May 23rd, 2006 • Terra Nova Acquisition CORP • Blank checks
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”);
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAmended And • 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”).
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.
WAIVER AND CONSENTWaiver 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 AGREEMENTSubordination 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”);
BACKGROUNDClearpoint Business Resources • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Pennsylvania
AMENDMENT TO UNIT PURCHASE OPTIONSUnit 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 AGREEMENTAgreement to Reform • 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 RELEASESettlement Agreement and Release • 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”.
September 3, 2009 ClearPoint Business Resources, Inc.Clearpoint Business Resources, Inc • September 17th, 2009 • Services-help supply services • Pennsylvania
SETTLEMENT AGREEMENT & RELEASE OF CLAIMSSettlement Agreement • September 23rd, 2009 • Clearpoint Business Resources, Inc • Services-help supply services • Pennsylvania
AND NOW, this 17th day of September 2009, this Settlement Agreement and Release of Claims (“Agreement”) is entered into by and between, ALLIANCE GLOBAL SERVICES, LLC, as successor to ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (hereinafter “Alliance”) and CLEARPOINT RESOURCES, INC. (hereinafter “ClearPoint”) (collectively, “Parties”);
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”);
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2007 • Clearpoint Business Resources, Inc • Blank checks • Pennsylvania
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 13, 2007, 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”).
WARRANT TO PURCHASE COMMON STOCK OF CLEARPOINT BUSINESS RESOURCES, INC.Clearpoint Business Resources, Inc • August 19th, 2009 • Services-help supply services • Delaware
This is to certify that, FOR VALUE RECEIVED, XRoads Solutions Group, LLC (“XRoads”), 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 May 14, 2009 and ending at 5:00 P.M. (E.S.T.) on April 30, 2011 (the “Exercise Period”), an aggregate of Seventy-Five Thousand (75,000) 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 $0.29 (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”.
