Exhibit 10.3
WAIVER AND
CONSENT
This Waiver and Consent (this
“ Agreement ”), dated November 7, 2008, is
entered into by and among ClearPoint Business Resources, Inc. (the
“ Company ”) and ComVest Capital, LLC (the
“ Warrant Holder ”).
RECITALS
WHEREAS , in connection with entering into the Revolving
Credit and Term Loan Agreement, dated as of June 20, 2008 (the
“ Loan Agreement ”), by and between the Company
and the Warrant Holder, the Company and the Warrant Holder entered
into a Registration Rights Agreement dated as of June 20, 2008
(the “ Registration Rights Agreement ”) for the
benefit of the Warrant Holder and Manufacturers and Traders Trust
Company;
WHEREAS , capitalized terms used but not defined in this
Agreement have the meanings ascribed to them in the Loan Agreement
or the Registration Rights Agreement, as applicable.
WHEREAS , pursuant to the Registration Rights Agreement,
the Company agreed to prepare and file with the SEC the
Registration Statement by no later than ninety (90) days after
the date of the Registration Rights Agreement (the “
Filing Deadline ”);
WHEREAS , the Company and the Warrant Holder previously
agreed to extend the Filing Deadline to October 15, 2008 (the
“ First Extension Date ”);
WHEREAS , the Company was unable to prepare and file the
Registration Statement on or prior to the First Extension Date;
and
WHEREAS , the Company is currently preparing and
reasonably expects to file the Registration Statement on or prior
to December 1, 2008 and the parties have agreed to further
extend the Filing Deadline to December 1, 2008 (the “
Second Extension Date ”).
AGREEMENT
NOW THEREFORE
, in c
