ADVISORY SERVICES AGREEMENT
XxxxxXxxx Management Corp. ("TNMC") has agreed to provide certain advisory
services to ClearPoint Business Resources, Inc. (the "COMPANY"), as further
described in Section 1 below. This letter agreement (hereinafter this
"AGREEMENT") sets forth the terms and conditions as mutually agreed by the TNMC
and the Company, relating to the provision of services by TNMC to the Company.
This Agreement shall become effective upon the date ("Effective Date") of the
closing of the merger contemplated by that certain Agreement and Plan of Merger,
dated August 9, 2006, among Terra Nova Acquisition Corp., CPBR Acquisition Inc.,
the Company and the stockholders of the Company.
1. ADVISORY SERVICES
The Company hereby retains TNMC, on a non-exclusive and on-going basis, to
provide advice and assistance to the Company in its analysis and consideration
of various transition, financial and strategic alternatives for the Company (the
"ADVISORY SERVICES"), provided that a request by the Company for such advice is
within the scope of TNMC's internal resources and expertise. Notwithstanding
anything else herein contained, the Advisory Services shall not include advising
with respect to investing in, or the buying or selling of securities or exchange
contracts.
2. FEE FOR ADVISORY SERVICES
Subject to Section 6 hereof, TNMC shall be compensated by the Company during
each year of the term of this Agreement for the provision of the Advisory
Service in the amount of US$200,000 (the "ADVISORY SERVICE FEE") which amount
shall be paid in twelve equal monthly installments, in advance on the first day
of each month; provided that the Advisory Service Fee for the month in which the
Effective Date occurs shall be prorated for the period of such month beginning
on the Effective Date and paid together with the Advisory Services Fee for the
following month. Additionally, the Company shall reimburse to TNMC all
reasonable out-of-pocket travel, lodging and meal expenses and the like relating
to the provision of the Advisory Services.
3. NON-DISCLOSURE OF ADVICE
Except as may be required pursuant to the securities laws of the United States
and as may otherwise be required by law or legal process or its regulatory
authorities, the Company agrees not to disclose to any third party the contents
of any advice or materials provided by TNMC the Company without the prior
written consent of TNMC, which consent shall not be unreasonably withheld.
4. RELIANCE ON ADVICE
The Company acknowledges and agrees that any information or advice provided by
TNMC shall be for information and discussion purposes only and that it shall not
be entitled to rely upon such information or advice unless otherwise agreed to
in writing by TNMC. The Company agrees that it will not have any claim against
TNMC for any expenses, losses or damages insofar as such expenses, losses or
damages relate to, are caused by, result from or are based upon, directly or
indirectly, the advice, recommendation, discussion or any other communication by
TNMC except for fraud or material willful misconduct on the part of TNMC.
5. CONFIDENTIALITY
TNMC will keep strictly confidential all information, whether written or oral,
acquired from the Company and its agents and advisors in connection with TNMC's
provision of services under this Agreement unless otherwise directed by the
Company, except information: (i) that was made available to the public prior to
the commencement of the provision by TNMC of services hereunder; (ii) that
thereafter becomes available to the public other than through a breach by TNMC
of its obligations hereunder; and (iii) except to the extent that TNMC is
required by law or in connection with legal process or legal or regulatory
proceedings to disclose such information. If TNMC is required by legal process
to disclose any such information, TNMC will provide the Company with prompt
notice of such requirement, so that such affected party may seek an appropriate
protective order or waive compliance with this requirement.
6. ANNUAL REVIEW OF TERMS; EXPIRY
The terms of this Agreement shall be reviewable annually by the non-interested
members of the board of directors of the Company's parent. The term of this
Agreement shall begin on the Effective Date and shall continue until the day
preceding the first anniversary of the Effective Date and shall automatically be
renewed for successive one-year terms unless terminated by either party by
written notice given to the other party not less than thirty (30) days prior to
the expiration of the initial term or the expiration of any succeeding one-year
term.
7. SURVIVAL OF TERMS
The terms and conditions contained in paragraphs 3, 4 and 5 of this Agreement
shall survive termination of this Agreement.
8. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of
Delaware and the federal laws of the United States of America applicable
therein. Each Party accedes and submits to the jurisdiction of the courts of the
State of Delaware and all courts of appeal therefrom.
9. COUNTERPARTS
This Agreement may be executed in several counterparts and evidenced by a
facsimile copy of an original execution page bearing the signature of each party
hereto, each of this when so executed shall be deemed to be an original, and
such counterparts or facsimile copies thereof together shall comprise one and
the same instrument and, notwithstanding their date of execution, shall be
deemed to bear the date as of the date above written.
10. ASSIGNMENT
This Agreement may not be assigned by either party hereto unless to an affiliate
of such party provided that any such assignment shall be subject to the consent
of the other party, not to be unreasonably withheld.
11. NOTICES
(a) Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be sufficiently
given or made by delivery or by telecopy or similar facsimile
transmission (receipt confirmed) to the respective parties as
follows:
if to the Company, to:
ClearPoint Business Resources, Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx and Xxxxxxxxxxx Xxxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
if to TNMC, to:
XxxxxXxxx Management Corp.
Xxxxx 0000, 0 Xxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxx Xxxxx & Xxxxx Xxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
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(b) Any notice so given shall be deemed conclusively to have been given
and received when so personally delivered or so telecopied or
transmitted. Either party may change its address by notice to the
other in the manner set out above.
Agreed to and accepted this ____ day of August, 2006:
XXXXXXXXX MANAGEMENT CORP. CLEARPOINT BUSINESS RESOURCES, INC.
Per: ____________________________ Per: _________________________________
Name: ____________________________ Name: _________________________________
Title: ____________________________ Title: _________________________________
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