Exhibit 10.4
WAIVER AND
CONSENT
This Waiver and Consent (this
“ Agreement ”), dated November 12, 2008, is
entered into by and among ClearPoint Business Resources, Inc. (the
“ Company ”) and Manufacturers and Traders Trust
Company (the “ Warrant Holder ”).
RECITALS
WHEREAS , in connection with entering into the Loan
Modification and Restructure Agreement, dated as of June 20,
2008 (the “ Restructure Agreement ”), by and
among the Company, certain of its subsidiaries 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 ComVest Capital, LLC (“
ComVest ”);
WHEREAS , capitalized terms used but not defined in this
Agreement have the meanings ascribed to them in the Restructure
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 previously requested an extension
of the Filing Deadline to October 15, 2008 (the “
First Extension Date ”), which was agreed to and
accepted by ComVest;
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 extend the
Filing Dea
