Unassociated Document


    SETTLEMENT AGREEMENT AND
MUTUAL RELEASE

     

    This
Settlement Agreement and Mutual
Release (this “Settlement Agreement”) is entered into by and between
ClearPoint Business Resources, Inc. and ClearPoint Resources, Inc.
(collectively, “ClearPoint”) on the one hand, and XRoads Solutions Group, LLC
(“XRoads”) on the other hand, as of the 18th day of
November, 2009 (the “Effective Date”).

     

    RECITALS

     

    WHEREAS, the parties are in
dispute regarding certain amounts allegedly owed by ClearPoint to XRoads, and
the quality and nature of services rendered by XRoads to ClearPoint prior to the
Effective Date (collectively, the “Claims”);

     

    WHEREAS, the parties have
settled their disputes and desire that this Settlement Agreement set forth their
complete and full agreement in regards to such settlement.

     

    NOW THEREFORE, the parties
hereto agree as follows:

     

    1.           Settlement
Payment.  ClearPoint agrees to pay XRoads, and XRoads agrees to
accept, in full and complete satisfaction and settlement of any obligation or
liability related to the Claims, subject to the terms of this Settlement
Agreement, the sum of Forty Thousand Dollars ($40,000.00), which shall be paid
to XRoads in six installments on or before the following dates in the following
amounts (the “Payments”):

     

    
      	
               
      

            	
              ·

            	
              $6,667.00
      on or before December 4, 2009

            


    

     

    
      	
               
      

            	
              ·

            	
              $6,666.60
      on or before December 11, 2009

            


    

     

    
      	
               
      

            	
              ·

            	
              $6,666.60
      on or before December 18, 2009

            


    

     

    
      	
               
      

            	
              ·

            	
              $6,666.60
      on or before December 25, 2009

            


    

     

    
      	
               
      

            	
              ·

            	
              $6,666.60
      on or before January 1, 2010

            


    

     

    
      	
               
      

            	
              ·

            	
              $6,666.60
      on or before January 8, 2010

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Payment
Instructions.  The Payments shall be made by ClearPoint to
XRoads by wire transfer in accordance with the following wire transfer
instructions:

     

    
      
        
          
            
              
                
                  
                    	
                            Routing#

                          	 	
                            XXXXXXX

                          
	 	 	 
	
                            Account
      Name:

                          	 	
                            Allied
      Affiliated – Dominion Account

                            5151
      Beltline Road, Suite 500

                            Dallas,
      TX 75254

                          
	 	 	 
	
                            Account
      #

                          	 	
                            XXXXXXX

                          
	 	 	 
	
                            Bank
      Name:

                          	 	
                            Capital
      One Banks / Hibernia National Bank

                            600
      N. Pearl Street, Suite 2500

                            Dallas,
      TX 75201

                          
	 	 	 
	
                            Attention:

                          	 	
                            Linitta.Lewis@capitalonebank.com

                          


                  

                

              

            

          

        

      

    

     

    3.           Mutual Release.  In
consideration for the timely, full payments and delivery of all the Payments,
ClearPoint and XRoads shall RELEASE, ACQUIT, AND FOREVER DISCHARGE AND ABSOLVE
each other, and their respective officers, directors, managers, members,
shareholders, agents, affiliates, subsidiaries, parent companies, successors,
administrators and all other persons, firms, corporations, limited liability
companies, associations and partnerships which are associated with the parties,
from the Claims and any and all actions, Claims, other demands, damages, losses,
attorneys’ fees, costs and expenses whatsoever that have been asserted or could
have been asserted by either party against the other prior to the date XRoads
receives all of the Payments.

     

    4.           Authority.  Each
party represents and warrants to the other party that it has authority to enter
into this Settlement Agreement and compromise and settle the Claims and other
matters herein.  The parties represent to each other that their
undersigned officers signing this Settlement Agreement have full and complete
power and authority to enter into and bind the respective parties to the terms
of this Settlement Agreement.

     

    5.           Non-admission.  The
parties acknowledge and agree that this Settlement Agreement represents a
compromise and settlement of disputed claims and that neither this Settlement
Agreement, nor any action pursuant to this Settlement Agreement, constitutes an
acknowledgement or admission of liability or a precedent upon which liability
may be asserted or predicated.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6.           Waiver.  Any waiver
of any provision of this Settlement Agreement must be in writing.  No
waiver of any provision of this Settlement Agreement shall constitute either a
waiver of any other provision hereof (whether or not similar) or a continuing
waiver.

     

    7.           Confidentiality.  The
parties agree and covenant to hold in confidence and not disclose the terms of
this Settlement Agreement or any underlying matters related to the Claims or
other disputes arising therefrom, except as required by law.

     

    8.           Payment of Attorneys’
Fees.  Except in the case of breach or default as provided in
Section 9 below, each party shall pay its own attorneys’ fees and costs
related to the Claims and this Settlement Agreement.

     

    9.           Default.  In the
event that ClearPoint defaults in its payment obligations hereunder, XRoads
shall be entitled to (a) recover all damages underlying its Claim,
including all amounts owed to XRoads by ClearPoint for services rendered,
expenses incurred on behalf of ClearPoint, fees as provided for in the parties’
engagement agreements and amendments, interest charges, and (b) recover its
attorneys’ fees incurred in the enforcement of this Settlement Agreement, or any
other underlying claim therefrom.  Recovery of such amounts and any
other damages sought by XRoads may be done in an arbitration or by filing suit
in any court of competent jurisdiction.

     

    10.         General
Provisions.  This Settlement Agreement shall inure to the
benefit of and be binding upon the parties’ respective successor and
assigns.  This Settlement Agreement and the obligations to be carried
out hereunder constitute the full and complete agreement of the parties
pertaining to the matters described herein.  Both parties have
received the counsel of their respective attorneys, or acknowledge that they
have had the opportunity to receive such counsel, prior to entering into this
Settlement Agreement.  This Settlement Agreement shall be construed,
interpreted and enforced under the law of the State of New York.

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Settlement Agreement as of the dates stated below, to
be effective as of the Effective Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      ClearPoint
      Business Resources, Inc.

                                                    	 	
                                                      XRoads
      Solutions Group, LLC

                                                    
	 
      	 	 
      
	
                                                      By:  /s/ John G.
      Phillips                                                  

                                                    	 	
                                                      By:  /s/ Joel M.
      Simon                                                     
      

                                                    
	
                                                      Name:
      John G.
      Phillips                                                   

                                                    	 	
                                                      Joel M. Simon,
  COO

                                                    
	
                                                      Its:  CFO                                                                          

                                                    	 	
                                                      Dated:
      November 18, 2009

                                                    
	
                                                      Dated:  11/18/09                                                              

                                                    	 	 
      
	 
      	 	 
      
	
                                                      ClearPoint
      Resources, Inc.

                                                    	 	 
      
	 
      	 	 
      
	
                                                      By:  /s/ John G.
      Phillips                                                  
      

                                                    	 	 
      
	
                                                      Name:
      John G.
      Phillips                                                   

                                                    	 	 
      
	
                                                      Its:  CFO                                                                          

                                                    	 	 
      
	
                                                      Dated:  11/18/09                                                              

                                                    	 	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
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