Letterhead of XRoads Solutions Group, LLC]
[Letterhead
of XRoads Solutions Group, LLC]
May 15,
2009
0000
Xxxxx Xxxxx, Xxxxx 000
Chalfont,
PA 18914
Attn:
Xxxxxxx Xxxxxx, Chairman and CEO
RE: Amendment
#1 to XRoads Letter Agreement dated January 12, 2009
Dear Xx.
Xxxxxx:
This
Amendment #1 shall amend that certain engagement letter agreement dated January
12, 2009 (the “Agreement”) by and between ClearPoint Business Resources, Inc.,
ClearPoint Resources, Inc. and certain subsidiaries and affiliates thereof
(collectively, the “Company” or “Client”) and XRoads Solutions Group, LLC
(“XRoads”). This Amendment #1 is effective as of May 14, 2009.
For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, XRoads and the Company hereby agree that the Agreement shall be
amended as follows:
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1.
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Section 3 of the Agreement
entitled “Term of Engagement”, is hereby amended to add the following
language thereto:
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“The
Company hereby extends the Term of this Engagement such that the Term shall run
from May 14, 2009 to August 13, 2009. The Interim COO Fees and EBITDA Fees for
such extension terms shall be as follows:
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Extension
Term
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Interim
COO Fee / EBITDA Fee
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May
14, 2009 to
August
13, 2009
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$45,000
per 30 day period / 10%
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2.
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The third sentence of Section
2.d. of the Agreement entitled is hereby deleted and replaced by the
sentence below, and the additional language below is hereby added to
Section 2.d. :
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“XRoads
agrees that the Company will not be charged for the travel costs to and from the
Company’s corporate offices in excess of $6,500 during the term of this
Agreement. The Company acknowledges that the Interim COO is authorized to use
the services of the Company’s travel agent for travel associated with this
Engagement, and that the Company will review and be solely responsible for
paying the invoices for Company issued credit card invoices, which invoices may
include some of the Interim COO’s travel expenses associated with this
Engagement.”
/s/
MT Initial
/s/
BD Here
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3.
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Section 2(f) 1. is
hereby amended to expand the definition of Stakeholders to include
financing originated by Company’s management, board of directors, equity
holders, debt holders and warrantholders and consummated without the use,
assistance or involvement whatsoever of a third party advisor, including
without limitation, XRoads or Xxxxx Xxxxx
Xxxxx.
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4.
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The section entitled “Agreement
Not to Employ” in the Additional Terms and Conditions of the Agreement is
hereby amended to add the following language
thereto
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“Notwithstanding
the preceding provisions of this section, in the event the Company hires Mr.
Xxxxx Xxxxx, the liquidated damages fee payable to XRoads shall be $250,000
payable as follows:
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·
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$100,000
in cash due on Mr. Xxxxx Xxxxx’s hire
date
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·
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A
warrant grant to purchase up to $100,000 worth of the Company’s common
stock with a strike price equal to the Company’s closing price on the day
Mr. Xxxxx Xxxxx begins his employment with the Company, and which option
shall be exercisable for a period of 3 years from the date of hire;
and
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·
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A
promissory note in the principle amount of $50,000 bearing interest at 8%,
and payable in 4 quarterly installments at the end of each of the first
four calendar quarters following Mr. Xxxxx Xxxxx’s start of employment
with the Company, provided Mr. Xxxxx Xxxxx was employed by the Company for
the preceding calendar quarter for which payment is due. Mr. Xxxxx Xxxxx
must be employed on the last day of the quarter for payment to be
due.
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5.
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Entire
Agreement/Conflicts: This Amendment #1 incorporates by
reference all of the terms and conditions contained in the Agreement,
which shall remain unchanged and in full force and effect, except as
amended by this Amendment #1. In the event of any conflict between the
terms of the Agreement and the terms of this Amendment #1, the terms of
this Amendment #1 will be deemed to have superseded those of the Agreement
and exclusively will govern the matter in
question.
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The
remainder of this page is left intentionally blank.
/s/
MT Initial
/s/
BD Here
If you
agree to the terms and conditions set forth above, please indicate your
acceptance and approval by signing this letter in the space provided below and
on the duplicate copy enclosed. Please return one fully executed original to the
undersigned for our files.
XRoads
looks forward to serving you in this important matter.
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Very
truly yours,
XRoads
Solutions Group, LLC
/s/
Xxxxx Xxxxx Donne
For
Xxxxxx X. Xxxxx
Managing
Principal
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AGREED
AND ACCEPTED:
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By: /s/ Xxxxxxx Xxxxxx
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Date: |
5/18/2009
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Name: Xxxxxxx
Xxxxxx
Title: CEO
and CFO
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ClearPoint
Resources, Inc.
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By: /s/ Xxxxxxx Xxxxxx
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Date: |
5/18/2009
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Name: Xxxxxxx
Xxxxxx
Title: CEO
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