DIVERSIFIED CORPORATE RESOURCES, INC. COMMON STOCK WARRANTDinur & Associates Pc /Fa/ • May 7th, 2004 • Services-employment agencies • Texas
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, HIR Preferred Partners, L. P. ("Holder") is entitled to purchase, subject to the terms and conditions of this Warrant, Common Shares of Diversified Corporate Resources, Inc., a Texas corporation (the "Company") This Warrant entitles Holder to purchase up to 78,570 fully paid and non-assessable shares of the Common Stock ("Common Stock") of the Company, in accordance with Section 2 of this document during the period commencing concurrent with the execution by all parties of this Warrant Agreement (the "Effective Date") and ending on the third anniversary of the Effective Date at 5:00 p.m. Dallas, Texas time, (the "Expiration Date"), at which time this Warrant will expire and become void unless earlier terminated as provided herein. The shares of Common Stock of the Company for which this Warrant is exercisable as adjusted from time to time pursuant to the terms hereof, are hereinafter refe
Exhibit A Joint Filing Agreement Pursuant to Rule 13D-1(k)A Joint Filing Agreement • May 7th, 2004 • Dinur & Associates Pc /Fa/ • Services-employment agencies
HIR Preferred Partners, L.P., Beneke Companies, Inc., B/K Funds GP, LLC, B/K Operations, LLC, Beneke/Krieg Company, LP, B/K Holdings, LLC, Jane Beneke and Ron Beneke hereby agree that this Schedule 13D filed herewith and any amendments thereto relating to the holding of shares of common stock of Diversified Corporate Resources, Inc. and securities convertible or exercisable into shares of common stock of Diversified Corporate Resources, Inc. is filed jointly on behalf of such persons.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • May 7th, 2004 • Dinur & Associates Pc /Fa/ • Services-employment agencies
Reference is hereby made to the certain Securities Purchase Agreement by and between Diversified Corporate Resources, Inc. (the "Issuer") and Microcapital Strategies, Inc. ("Microcap"), dated effective November 21, 2003 (the "Subscription Agreement"). Terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2004 • Dinur & Associates Pc /Fa/ • Services-employment agencies • Texas
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated effective as of the 21st day of November 2003, by and among Diversified Corporate Resources, Inc., a Texas corporation (the "Company"), and Microcapital Strategies, Inc., a Texas corporation (the "Investor").
VOTING AGREEMENTVoting Agreement • May 7th, 2004 • Dinur & Associates Pc /Fa/ • Services-employment agencies • Texas
This AGREEMENT, dated as of February 16, 2004 (the "Agreement"), is by and between Diversified Corporate Resources, Inc., a Texas corporation ("DCRI"), and Microcapital Strategies, Inc., a Texas corporation (the "Investor").
