Purchase Agreement


 Exhibit 10.2 

 PURCHASE AGREEMENT 
 BY AND AMONG 
 CLEARPOINT RESOURCES,
INC. 
 A DELAWARE CORPORATION 
 AND 
 MERCER VENTURES, INC.

 A PENNSYLVANIA CORPORATION 
 AND 
 TRADESHOW PRODUCTS INC

 A NEVADA CORPORATION 
  

 DATED: DECEMBER 31, 2007 
  






 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
			
	BACKGROUND	  		  	
			
	ARTICLE I	  	THE TRANSACTION	  	1
	 1.1
	  	Sale and Purchase	  	1
	 1.2
	  	Purchase Price	  	1
	 1.3
	  	Deliveries	  	1
			
	ARTICLE II	  	REPRESENTATIONS AND WARRANTIES OF CPR AND MVI	  	3
	 2.1
	  	Organization	  	3
	 2.2
	  	Capitalization and Ownership	  	3
	 2.3
	  	Authorization and Enforceability	  	3
	 2.4
	  	No Violation of Laws or Agreements	  	4
	 2.5
	  	Brokerage	  	4
			
	ARTICLE III	  	REPRESENTATION AND WARRANTIES OF BUYER	  	4
	 3.1
	  	Organization	  	4
	 3.2
	  	Authorization and Enforceability	  	4
	 3.3
	  	No Violation of Laws or Agreements	  	4
	 3.4
	  	Financial Statements	  	5
	 3.5
	  	Absence of Undisclosed Liabilities	  	5
	 3.6
	  	Litigation	  	5
	 3.7
	  	Compliance with Laws	  	6
	 3.8
	  	Consents	  	6
	 3.9
	  	Brokerage	  	6
			
	ARTICLE IV	  	CERTAIN ADDITIONAL COVENANTS AND AGREEMENTS	  	6
	 4.1
	  	Acknowledgment by Buyer	  	6
	 4.2
	  	Costs and Expenses	  	6
	 4.3
	  	Public Announcement	  	6
	 4.4
	  	Access	  	7
	 4.5
	  	Post-Closing Cooperation	  	7
	 4.6
	  	Tax Matters	  	7
	 4.7
	  	Audit	  	7
			
	ARTICLE V	  	INDEMNIFICATION	  	7
	 5.1
	  	Indemnification	  	7
	 5.2
	  	Condition of Indemnification of Third Party Claims	  	8
	 5.3
	  	Procedure for Claims	  	9
	 5.4
	  	Sole Remedy	  	9
			
	ARTICLE VI	  	MISCELLANEOUS	  	9
	 6.1
	  	Nature and Survival of Representations	  	9

  

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	 6.2
	  	Notices	  	9
	 6.3
	  	Successors and Assigns	  	10
	 6.4
	  	Governing Law	  	10
	 6.5
	  	Headings; Interpretation	  	10
	 6.6
	  	Counterparts	  	10
	 6.7
	  	Further Assurances	  	10
	 6.8
	  	Amendment and Waiver	  	10
	 6.9
	  	Severability	  	10
	 6.10
	  	No Other Beneficiaries	  	11
	 6.11
	  	Entire Agreement	  	11

  

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 PURCHASE AGREEMENT 
 This PURCHASE AGREEMENT (the “Agreement”), effective as of the 31st day of December, 2007 (the “Closing Date”), by and among ClearPoint Resources, Inc., a Delaware
corporation (“CPR”), Mercer Ventures, Inc., a Pennsylvania corporation (“MVI”), and TradeShow Products Inc, a Nevada corporation (“Buyer”). 
 BACKGROUND 
 CPR owns all of the
issued and outstanding securities of MVI (the “Stock”) including but not limited to insurance policies, client lists and bank accounts. Buyer desires to purchase, and CPR desires to sell, the Stock and assets, on the terms
and subject to the conditions set forth in this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, promises and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 ARTICLE I 
 THE TRANSACTION

 1.1 Sale and Purchase. Subject to the terms and conditions set forth herein, the CPR hereby sells, transfers and assigns the
Stock to Buyer, and Buyer hereby purchases the Stock from the CPR. 
 1.2 Purchase Price. The aggregate purchase price for the Stock
shall be paid in the form of a perpetual commission equal to one and three-quarter percent (1.75%) of the weekly revenue (the “Fee”) of the attached client list (Exhibit A). The Fee shall be paid in arrears on the first
business day of every month. Unpaid Fees shall be subject to interest at a rate of one and one-half percent (1.5%) per month. 
 1.3
Deliveries. 
 (a) Deliveries by CPR. On the Closing Date, CPR will deliver to Buyer the following: 

(i) Stock Certificates. To the extent certificated, certificates evidencing its Stock accompanied by stock powers duly executed
in blank or duly executed instruments of transfer; 
 (ii) Secretary’s Certificate. A certificate dated as of the
Closing Date, executed by CPR’s Secretary, to the effect that: (A) the officer of CPR executing this Agreement is an incumbent officer of CPR, (B) the copy of the Articles of Incorporation of MVI attached to such certificate is true,
correct and complete, and is in effect on and as of the Closing Date and that the Articles of Incorporation have not been amended, modified or revised since they have been filed, (C) the copy of the bylaws of MVI attached to such certificate
are true, 







 
correct and complete, and are in effect on and as of the Closing Date and that the bylaws have not been amended, modified or revised since their adoption,
and (D) the copy of the resolutions of the board of directors of CPR attached to such certificate, which authorize the actions taken in connection with the transactions contemplated hereby, including the execution and delivery of this
Agreement, were duly adopted and continue in full force and effect; 
 (iii) Good Standing. A Certificate of Good
Standing for MVI certified by the Secretary of State of the Commonwealth of Pennsylvania as of a date not more than three (3) days prior to the Closing Date; 
 (iv) Required Consent. The consent of Manufacturer’s and Traders Trust Company, CPR’s senior lender, to the transactions
contemplated by this Agreement; and 
 (v) UCC Termination Statement. An as filed copy of a UCC Termination Statement
with respect to MVI. 
 (vi) Resignations. Seller shall deliver to Buyer prior to the Closing Date, such resignations
of board members, officers or employees of the business as Buyer shall indicate, each such resignation to be effective on the Closing Date. 
 (vii) Bank Accounts. By closing date, Seller will have transferred all signature cards and any necessary passcodes as well as a reconciliation of all MVI balances and bank accounts. 
 (viii) Insurance Policy. The parties agree that the AIG insurance policy will be transferred to Buyer no later than
January 31, 2008, pending approval of ClearPoint Board of Directors. Both parties agree to good faith negotiation for the transfer of assets as it relates this policy. Should approval of the Board of Directors fail to agree to the transfer, CPR
agrees to maintain the policy until February 28, 2008. 
 (ix) Tradenames CPR agrees to transfer all right and
interest in the name “Mercer Staffing” to Buyer. 
 (x) FEIN CPR transfers the use of 233064294 to Buyer. CPR
represents that all taxes are current at the date of closing. 
 (xi) Client List CPR will deliver the Client List as
attached as Exhibit A of this Agreement. CPR agrees that shall not approach said clients for a period of one year without the written consent of Buyer and will refer any unsolicited questions from Clients to Buyer during that year. 
 (b) Deliveries by Buyer. On the Closing Date, Buyer will deliver to CPR the following: 
 (i) Secretary’s Certificate. A certificate dated as of the Closing Date, executed by Buyer’s Secretary, to the effect
that: (A) the officer of Buyer executing this 

  

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Agreement is an incumbent officer of Buyer, (B) the copy of the Articles of Incorporation of Buyer attached to such certificate is true, correct and
complete, and is in effect on and as of the Closing Date and that the Articles of Incorporation have not been amended, modified or revised since they have been filed, (C) the copy of the bylaws of Buyer attached to such certificate is true,
correct and complete, and is in effect on and as of the Closing Date and that the bylaws have not been amended, modified or revised since their adoption, and (D) the copy of the resolutions of the board of directors of Buyer attached to such
certificate, which authorize the actions taken in connection with the transactions contemplated hereby, including the execution and delivery of this Agreement, were duly adopted and continue in full force and effect; 
 (ii) Good Standing. A Certificate of Good Standing for Buyer certified by the Secretary of State of the state of organization as of
a date not more than three (3) days prior to the Closing Date; and 
 (iii) Satisfactory Instruments. All
instruments and documents required from the Buyer to effectuate and consummate the transactions contemplated hereby shall be delivered to CPR and shall be in form and substance reasonably satisfactory to CPR and its counsel. 
 ARTICLE II 
 REPRESENTATIONS AND WARRANTIES
OF CPR AND MVI 
 CPR and MVI hereby, severally and not jointly, represent and warrant to Buyer as follows: 
 2.1 Organization. CPR and MVI are corporations duly organized, validly existing and in good standing under the laws of the state in which they
were organized and each has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. 
 2.2 Capitalization and Ownership. There are no outstanding options, warrants, rights, agreements, puts, calls, commitments or demands of any character relating to the securities of MVI or which may require MVI to issue any securities
and no outstanding securities convertible into or exchangeable for any of such securities. CPR owns all of the issued and outstanding securities of MVI. There are no voting trust agreements or other agreements restricting the voting, dividend rights
or disposition of any of the Stock. 
 2.3 Authorization and Enforceability. The execution, delivery and performance by CPR and MVI of
this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CPR and MVI. This Agreement has been duly executed and delivered by CPR and MVI
and constitutes the legal, valid and binding obligations of CPR and MVI, enforceable against CPR and MVI in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 
  

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 2.4 No Violation of Laws or Agreements. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by CPR and MVI will not (a) contravene any provision of the respective entities’ charter or
organizational documents, (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or
provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which CPR or MVI is a party or by which any of them or any of their assets may be bound or affected, or any judgment or order of any court or
governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon
CPR’s or MVI’s assets or give to others any interests or rights therein, or (d) result in the maturation or acceleration of any liability or obligation of CPR or MVI (or give others the right to cause such a maturation or
acceleration). 
 2.5 Brokerage. Neither CPR nor MVI has made any agreement or taken any other action which might cause anyone to
become entitled to a broker’s fee or commission as a result of the transactions contemplated hereunder. 
 ARTICLE III 
 REPRESENTATION AND WARRANTIES OF BUYER 
 Buyer represents and warrants to the CPR as follows: 
 3.1 Organization. The Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state in which it was organized and the Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Buyer has all requisite
corporate power and corporate authority to own or lease their respective properties and assets as now owned or leased and to carry on its business as and where now being conducted. 
 3.2 Authorization and Enforceability. The execution, delivery and performance by the Buyer of this Agreement and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligations of the
Buyer, enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 
 3.3 No Violation of Laws or Agreements. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of
this Agreement by the Buyer will not (a) contravene any provision of the Buyer’s charter or organizational documents, (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of
time or the giving of notice or both, constitute a default) under any of the terms, 

  

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conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer is a party or by which
it or its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, (c) result in the
creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon the Buyer’s assets or give to others any interests or rights therein, (d) result in the maturation or acceleration of any liability or obligation of
the Buyer (or give others the right to cause such a maturation or acceleration), or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which
the Buyer is a party or by which it may be bound. 
 3.4 Financial Statements. Buyer has attached hereto as Schedule 3.4
copies of the following financial statements (collectively, the “Financial Statements”): (a)10K, which will be filed prior to December 31, 2007 with the SEC. Upon filing this will be forwarded to Seller. The Financial
Statements are true, correct and complete in all material respects, present fairly the financial condition and operating results of the Buyer as of the dates, and for the periods, indicated therein, and have been prepared in a manner consistent
throughout the periods indicated and with each other. Schedule 3.4 indicates in what manner the preparation of the Financial Statements varies from GAAP. Attached to Schedule 3.4 are copies of Buyer’s insurance loss run on
property, casualty, workers’ compensation and liability insurance.  
 3.5 Absence of Undisclosed Liabilities. Buyer has
no Liabilities of any nature, other than (a) those reflected on the Balance Sheet, (b) those incurred in the ordinary course of business since the Balance Sheet Date, or (c) as set forth in Schedule 3.5. There were no material
loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by FASB in March, 1975 (“FAS No. 5”)), which were not adequately provided for on the Balance Sheet as required by FAS
No. 5. For purposes of this Section 3.5, the term “Liabilities” means any liability or obligation of any kind, character or description (whether known or unknown, asserted or unasserted, matured or unmatured, fixed
or contingent, secured or unsecured, accrued or unaccrued, liquidated or unliquidated, joint or several, absolute or otherwise and whether due or to become due. 
 3.6 Litigation. Except as set forth in Schedule 3.6, there is no Legal Proceeding that is pending or, to Buyer’s knowledge, threatened against Buyer or Buyer’s subsidiaries, affiliates, assets,
properties, business, operating results and/or operations, or directors, officers or shareholders of Buyer, in their capacities as such, and there is no basis for any such Legal Proceeding. There has been no default under any laws applicable to
Buyer’s business and Buyer has not received any notices from any governmental authority regarding any alleged defaults applicable to Buyer under any laws. There has been no default with respect to any court order, writ or judgment applicable to
Buyer. There are no presently outstanding judgments, decrees, orders or awards of any court or any governmental authority against or affecting Buyer or Buyer’s subsidiaries, affiliates, assets, properties, business, operating results and/or
operations. For purposes of this Section 3.6, the term “Legal Proceeding” shall mean any lawsuit, action, arbitration, audit, hearing, litigation or suit (whether civil, criminal, administrative, judicial or
investigative, whether formal or informal, whether public or private), or other investigative or inquiry. 
  

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 3.7 Compliance with Laws. Buyer is in compliance, and has, at all times since the dates of its
incorporation, operated in compliance, with all applicable laws, judgments, orders, awards or other decisions of any arbitrator, court, government, or governmental authority, and Buyer has timely filed all reports, data and other information
required to be filed with such commissions, boards, and agencies where a failure to file timely would have a material adverse effect. Buyer holds and is in compliance with all permits, certificates, licenses, approvals, registrations and
authorizations required under all applicable laws, judgments, orders and awards necessary to conduct its operations and businesses, and all of such permits, certificates, licenses, approvals, registrations and authorizations are in full force and
effect. Except as set forth on Schedule 3.7, Buyer has not received notice, and, to the Buyer’s knowledge, has no basis to expect to receive notice, of any violation of any law, regulation, order or other legal requirement, or is in
default with respect to any order, writ, judgment, award, injunction or decree of any federal, state or local court or governmental or regulatory authority or arbitrator, domestic or foreign, applicable to Buyer or Buyer’s subsidiaries,
affiliates, assets, properties, business, operating results and/or operations. 
 3.8 Consents. No consent, approval or authorization
of, or registration or filing with, any person, including any governmental authority or other regulatory agency, is required in connection with the Buyer’s execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby. 
 3.9 Brokerage. Buyer has not made any agreement or taken any other action which might cause anyone to become
entitled to a broker’s fee or commission as a result of the transactions contemplated hereunder. 
 ARTICLE IV 
 COVENANTS AND AGREEMENTS 
 4.1
Acknowledgement by Buyer. Buyer represents, warrants, covenants, acknowledges and agrees that it is the explicit intent of each party hereto that, except for the representations and warranties contained in Article II hereof, CPR and MVI are
making no representations or warranties whatsoever, express or implied, including but not limited to, any implied warranty or representation as to condition, merchantability or suitability as to any of the properties or assets of MVI, and the Buyer
takes MVI “as is” and “where is”. It is understood that any cost estimates, projections or other predictions, any data, any financial information, any materials or any memoranda or offering materials or presentations provided or
addressed to Buyer are not and shall not be deemed to be or include representations or warranties of CPR or of MVI. 
 4.2 Costs and
Expenses. Each of the parties shall pay all of the fees and expenses incurred by such party in negotiating and preparing this Agreement (and all other documents executed in connection herewith or therewith) and in consummating the transactions
contemplated hereby. 
 4.3 Public Announcement. No party hereto shall make or issue, or cause to be made or issued, any public
announcement or written statement concerning this Agreement or the transactions contemplated hereby (except to the respective directors and officers of Buyer and CPR) without the prior written consent of the other party; provided,
however, either party may make the necessary announcements to comply with any SEC, listing, exchange or trading authority’s rules or regulations. 
  

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 4.4 Access. The books and records of MVI shall be maintained and preserved for a period of seven
(7) years from the date hereof in the Buyer’s corporate headquarters in Hallandale Beach, Florida. In the event CPR requires the inspection of such books and records solely in connection with any financial, tax or other transaction
covering the period from MVI’s incorporation to the Closing Date, Buyer shall make the books and records available to CPR at reasonable, mutually agreeable times and places. 
 4.5 Post-Closing Cooperation. CPR, Buyer and MVI shall reasonably cooperate, and shall cause their respective subsidiaries, officers, employees,
agents, auditors and other representatives reasonably to cooperate, in preparing and filing all returns, including maintaining and making available to each other all records necessary in connection with taxes and in resolving all disputes and audits
with respect to all taxable periods ending on or prior to the date hereof relating to taxes. 
 4.6 Tax Matters. Notwithstanding any
provision in this Agreement to the contrary, all Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Buyer, and CPR and Buyer shall cooperate in timely making all filings, returns,
reports and forms as may be required to comply with the provisions of such tax laws. For purposes of this Section 4.6, the term “Transfer Taxes” shall mean transfer, documentary, sales, use, registration and other such
taxes. 
 4.7 Audit. CPR shall have the right to have an independent third party (the “Auditor”) audit the relevant
financial records of Buyer and its subsidiaries and affiliates for the purpose of verifying the accuracy of the amount of the payments owed and/or paid under this Agreement. CPR shall give reasonable advance written notice to the Buyer, and each
audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by Buyer. Each audit shall be at the sole expense of CPR; provided, however, that in the event
that an audit reveals an underpayment by Buyer that is greater than two percent (2%) of the Fees owed to CPR for the period covered by the audit, then Buyer shall bear all expenses related to such inspection, including reasonable and documented
attorneys’ fees, if applicable. 
 ARTICLE V 
 INDEMNIFICATION 
 5.1 Indemnification. 
 (a) By CPR. From and after the Closing Date, CPR shall indemnify, defend and hold Buyer and its directors, officers, agents,
representatives, successors and assigns (collectively, “Buyer Indemnified Parties”) harmless of and from and against any and all damages, liabilities, losses, costs and expenses (including reasonable and documented attorneys’
fees) (collectively, “Losses”) in connection with any claims, suits, demands, actions, causes of action or other proceedings brought or threatened against any Buyer Indemnified Parties which 

  

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arise out of, result from or relate to any breach of the representations or warranties set forth in Article II hereof. In no event shall CPR be liable to any
Buyer Indemnified Parties for special, exemplary, indirect, loss of profits, incidental, consequential, diminution in value or punitive damages. 
 (b) By Buyer. From and after the Closing Date, Buyer shall indemnify, defend and hold CPR and its subsidiaries, affiliates and parents and its and their respective directors, officers, agents, representatives,
successors and assigns (collectively, “CPR Indemnified Parties”) harmless of and from and against any and all Losses in connection with any claims, suits, demands, actions, causes of action or other proceedings brought or threatened
against any CPR Indemnified Parties which arise out of, result from or relate to (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Buyer in
this Agreement, and (ii) the operation or use of the business or assets of MVI on or after the Closing Date. In no event shall Buyer be liable to any CPR Indemnified Parties for special, exemplary, indirect, loss of profits, incidental,
consequential, diminution in value or punitive damages. 
 5.2 Conditions of Indemnification of Third-Party Claims. The respective
obligations and liabilities of Buyer and CPR (the “Indemnifying Party”) to the Buyer Indemnified Parties or the CPR Indemnified Parties, as the case may be, as indemnified parties (the “Indemnified Party”) under
Section 5.1 with respect to claims resulting from the assertion of liability by third parties (“Third Party Claim”) shall be subject to the following terms and conditions: 
 (a) Within ten (10) calendar days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party’s
position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion of any claim by a third party, the Indemnified Party shall give the
Indemnifying Party written notice thereof together with a copy of such claim, process or other legal pleading, and the Indemnifying Party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own
expense; provided, that the Indemnified Party may participate in the defense with counsel of its own choice and at its own expense (provided that the Indemnifying Party will bear the expense of counsel for the Indemnified Party if
counsel for the Indemnified Party could have an inconsistent or conflicting interest from that of the Indemnifying Party or one or more legal defenses that are different from or additional to those available to the Indemnifying Party). 

(b) If the Indemnifying Party, by the fifteenth (15th) calendar day after receipt of notice of any such claim (or, if earlier, by the tenth (10th) calendar day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified
Party, upon further notice to the Indemnifying Party, will have the right to undertake the defense, compromise or settlement of such claim on behalf of or for the account and risk of the Indemnifying Party and at the Indemnifying Party’s
expense, subject to the right of the Indemnifying Party to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. 
  

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 (c) Anything in this Article V to the contrary notwithstanding, the Indemnifying Party
shall not settle any claim without the consent of the Indemnified Party unless such settlement involves only the payment of money and the claimant provides to the Indemnified Party a general release from all liability in respect of such claim. If
the settlement of the claim involves more than the payment of money, the Indemnifying Party shall not settle the claim without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld. 
 (d) The Indemnified Party and the Indemnifying Party will each cooperate with all reasonable requests of the other for the purpose of
defending against any claims. 
 (e) Notwithstanding anything to the contrary in this Agreement, the Indemnified Party’s
failure to give any notice under this Section 5.2 shall not relieve the Indemnifying Party’s obligations under this Article V, except to the extent the Indemnifying Party is materially prejudiced by such failure. 
 5.3 Procedure for Claims. In the event any Indemnified Party has a claim against an Indemnifying Party hereunder which does not involve a Third
Party Claim, the Indemnified Party shall provide written notice to the Indemnifying Party (the “Notice of Claim”), describing in detail the nature of the claim, the basis of the Indemnified Party’s request for indemnification
under this Agreement and the amount for which indemnification is sought (the “Indemnification Amount”), if known. 
 5.4
Sole Remedy. Buyer hereby acknowledges and agrees that, from and after the Closing Date, its sole remedy with respect to any and all claims for money damages arising out of or relating to this Agreement shall be pursuant and subject to the
requirements of the indemnification provisions set forth in Section 5.1. 
 ARTICLE VI 
 MISCELLANEOUS 
 6.1 Nature and
Survival of Representations. The representations and warranties of Buyer, CPR and MVI contained in this Agreement shall survive the closing for a period ending on the first anniversary of the Closing Date. 
 6.2 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered, or if mailed, when mailed by United States first-class, certified or registered mail, postage prepaid, or if delivered through a nationally recognized overnight carrier, to the other party at the following addresses (or at such
other address as shall be given in writing by any party to the other): 
 If to Buyer, to: 
 TradeShow Products Inc. 
 1920 E Hallandale Beach Blvd., Suite 708 
 Hallandale Beach, FL 33009 
 ATTN: David Goldberg 
  

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 If to the CPR, to: 
 ClearPoint Resources, Inc. 
 1600 Manor Drive, Suite 110 
 Chalfont, PA 18914 
 ATTN: Michael Traina, CEO 
 With a required copy to: 
 ClearPoint Resources, Inc. 
 1600 Manor Drive, Suite 110 
 Chalfont, PA 18914 
 ATTN: General Counsel 
 6.3 Successors and Assigns. Neither Buyer nor CPR may assign this Agreement without the prior written consent of the other party hereto;
provided, however, either party may assign this Agreement to any wholly owned subsidiary without having to obtain such written consent. Subject to the foregoing, this Agreement, and all rights and powers granted hereby, will bind and
inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws. The parties hereto agree that the federal and state courts located in Bucks or Philadelphia
Counties, Pennsylvania, shall constitute the exclusive jurisdiction and venue for purposes of any dispute arising under or regarding this Agreement. 
 6.5 Headings; Interpretation. The headings preceding the text of the sections and subsections hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall
they affect its meaning, construction or effect. The parties agree that any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is
expressly waived. 
 6.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument. 
 6.7 Further Assurances. Each party shall cooperate and
take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. 
 6.8 Amendment and Waiver. The parties may by mutual agreement amend this Agreement in any respect. To be effective, any such amendment or any
waiver must be in writing and be signed by each party hereto. 
 6.9 Severability. This Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this 

  

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Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable. 
 6.10 No Other Beneficiaries. This Agreement is being made and entered into solely for the benefit of Buyer and CPR and none of Buyer, MVI or CPR intends hereby to create any rights in favor of any other person,
as a third party beneficiary of this Agreement or otherwise. 
 6.11 Entire Agreement. This Agreement and the Schedules and Exhibits
hereto, each of which is hereby incorporated herein, set forth all of the promises, covenants, agreements, conditions, undertakings, representations and warranties between the parties hereto with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. 
 [SIGNATURES
ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement the day and year first above
written. 
  

			
	CLEARPOINT RESOURCES, INC.
		
	By:	 	/s/ Chris Ferguson
		 	Name: Chris Ferguson
		 	Title: Pres.
		 	Date: 12/27/07


  

			
	MERCER VENTURES, INC.
		
	By:	 	/s/ Chris Ferguson
		 	Name: Chris Ferguson
		 	Title: Pres.
		 	Date: 12/27/07


  

			
	TRADESHOW PRODUCTS INC.
		
	By:	 	/s/ David Goldberg
		 	Name: DAVID GOLDBERG
		 	Title: CEO
		 	Date: 12/31/07


  

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