ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS OF THE STOCKHOLDERSVoting Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
EXECUTION FORM AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
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
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
BACKGROUNDClearpoint Business Resources • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Pennsylvania
ADVISORY SERVICES AGREEMENT TerraNova 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...Advisory Services Agreement • August 15th, 2006 • Terra Nova Acquisition CORP • Blank checks • Delaware
