Letterhead of ComVest Capital, LLC]
[Letterhead
of ComVest Capital, LLC]
May 13, 2009
0000
Xxxxx Xxxxx, Xxxxx 000
Chalfont,
PA 18914
Re: Waiver
Letter
Dear
Sirs:
Reference
is made to the Revolving Credit and Term Loan Agreement dated as of June 20,
2008 (the “Loan
Agreement”) by and between ComVest Capital, LLC (the “Lender”) and
ClearPoint Business Resources, Inc. (the “Borrower”). All
capitalized terms used herein without definition have the respective meanings
ascribed to them in the Loan Agreement.
The
Borrower has advised the Lender that the Borrower is in default of payments
required to be made under the Borrower’s outstanding Amended and Restated
Promissory Note issued to Blue Lake Rancheria (the “Blue Lake Note”),
totaling approximately $572,743.84, and that the Borrower proposes to make such
payments through the delivery of 900,000 shares of Common Stock pursuant to the
Escrow Agreement dated as of April 14, 2008. Such continuing payment
defaults under the Blue Lake Note constitute an event of default under the Blue
Lake Note and an Event of Default under Section 7.01(e) of the Loan
Agreement.
Effective
May 1, 2009, the Lender hereby waives (i) such Event of Default and any other
Event of Default consisting or arising out of the aforedescribed event of
default under the Blue Lake Note and (ii) all remedies available to the Lender
as a result of the Event of Default, provided that such payments due under the
Blue Lake Note are paid solely in shares of Common Stock.
This
waiver is effective only in the specific instance, and is not to be construed as
a waiver of (or agreement to waive) any Event of Default unrelated to the event
of default under the Blue Lake Note.
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Very
truly yours,
COMVEST CAPITAL, LLC
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By:
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/s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | |||
| Title: Senior Vice President | |||
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Acknowledged,
Confirmed and Agreed To:
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| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: CFO | ||
