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THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHER WISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH
ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OF AMERICA.
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THIRD AMENDED AND RESTATED
PROMISSORY NOTE (“THE NOTE ”)
CLEARPOINT RESOURCES
INC.
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$____________________
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September 8,
2009
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FOR VALUE RECEIVED, the undersigned, ClearPoint
Resources, Inc. (f/k/a/Mercer Staffing, Inc.) (“
CPR ”), hereby promises to pay to, or to the
order _______________ , a _______________ (“
Holder ”), the principal sum of _______________
($_______________) (the “ Principal Amount
”), together with interest at the rate and at such time as
set for the below, all upon and subject to the terms and conditions
set forth herein.
BACKGROUND
WHEREAS, CPR and Holder are parties to an
Amended and Restated Note, dated March 1, 2005, pursuant to
which CPR owes Holder the principal amount of $_______________ (the
“ Original Note ”). The
Original Note had a maturity date of March 31, 2008. CPR
paid Holder quarterly interest during the term of the Original
Note. By mutual agreement the date by which the Original
Note was to become due on March 31, 2009 (the “
Maturity Date ”), which was subsequently
extended to March 31, 2010 (the “ Maturity Date
Extension ”) by providing notice to Holder,
and
WHEREAS, this Note amends and restates in its
entirety the Original Note.
NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual covenants and promises
hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, CPR and Holder, intending to be legally bound hereby,
agree as follows:
1.
Principal Payments . Unless this Note is
pre
