AMENDED PURCHASE AGREEMENT THIS AMENDED AGREEMENT is hereby made and entered into this 9th day of December, 2005. AMONG: EMPLOYEE LEASING SERVICES, INC., 3235 Omni Dr., Cincinnati, OH 45245 (the "Seller" or "ELS"); AND: RESOLVE STAFFING, INC., 105 N....Purchase Agreement • December 12th, 2005 • Resolve Staffing Inc • Services-help supply services • Ohio
Warrant to Purchase _________ Shares of Common StockWarrant Agreement • July 29th, 2002 • Resolve Staffing Inc • Non-operating establishments
Exhibit 10.2 CONSULTING AGREEMENT THIS AGREEMENT, made as of the 1st day of October, 2001, by and between APOGEE BUSINESS CONSULTANTS, LLC, a Nevada limited liability corporation located at 1517 Seventh Avenue, Suite F, Tampa, Florida 33605...Consulting Agreement • March 28th, 2002 • Columbialum Staffing Inc • Non-operating establishments • Florida
Exhibit 10.1 OFFICE LEASE THIS LEASE MADE THIS 23rd. day of August, 1999, by and between 701 Fletcher Associates, Inc., A FLORIDA CORPORATION hereinafter called Lessor, and Integra Staffing Inc., hereinafter called Lessee. WITNESSETH: Lessor hereby...Office Lease • March 28th, 2002 • Columbialum Staffing Inc • Non-operating establishments • Florida
Exhibit 10.5 RESOLVE STAFFING, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of ___________, 2002 by and between Resolve Staffing, Inc., a Nevada corporation (the "Company") and the persons listed as "Investors" on...Registration Rights Agreement • July 29th, 2002 • Resolve Staffing Inc • Non-operating establishments • Nevada
Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 24th, 2005 • Resolve Staffing Inc • Services-help supply services • Ohio
STOCK PURCHASE AGREEMENT Agreement dated as of September 24, 2001 between M. Richard Cutler ("Cutler") and Vi Bui ("Bui", and together with Cutler, the "Shareholders"), on the one hand, and Premier Ventures, Inc., a Florida corporation ("Investor"),...Stock Purchase Agreement • October 1st, 2001 • Columbialum LTD • Non-operating establishments • California
ARTICLE 1Securities Exchange Agreement • December 21st, 2001 • Columbialum LTD • Non-operating establishments • Nevada
STOCK PURCHASE AGREEMENT Agreement dated as of September 27, 2001 between Premier Ventures, Inc., a Florida corporation, or its assigns ("Premier"), on the one hand, and Work Holdings, LLC, a Florida limited liability company ("Investor"), on the...Stock Purchase Agreement • October 1st, 2001 • Columbialum LTD • Non-operating establishments • Florida
ASSET PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 7th day of February, 2005. AMONG: ELS, INC., 3235 Omni Dr., Cincinnati, OH 45245 (the "Seller"); AND: RESOLVE STAFFING, INC., 105 N. Falkenburg, Suite B., Tampa, FL 33619...Asset Purchase Agreement • February 9th, 2005 • Resolve Staffing Inc • Services-help supply services • Ohio
WARRANT AGREEMENTWarrant Agreement • February 7th, 2007 • Resolve Staffing Inc • Services-help supply services • Nevada
WARRANT AGREEMENT, dated as of September 26, 2006, between Resolve Staffing, Inc., a Nevada corporation (the "Company"), and the persons whose names and addresses are set forth on Schedule I annexed hereto (the "Holders").
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • February 7th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 27, 2006 ("Agreement"), is executed in reliance upon the exemption from registration afforded by Rule 506 promulgated under Regulation D by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933 (“Act”), as amended and/or under any other available exemption from registration under the Act. Capitalized terms used herein and not defined shall have the meanings given to them in Rule 506 and Regulation D.
AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. ELS ESI MERGER SUB LLC and ELS EMPLOYER SERVICES, INC. As of October 1, 2006Merger Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
AGREEMENT AND PLAN OF MERGER By and among ELS HUMAN RESOURCE SOLUTIONS, INC. RESOLVE STAFFING, INC. ELS OF DAYTON PREMIER BUSINESS SOLUTIONS, LLC and ELS ADMINISTRATIVE SERVICES, L.L.C. As of October 1, 2006Merger Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. MANDALAY MERGER SUB LLC and MANDALAY SERVICES, INC. As of October 1, 2006Merger Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 1, 2006, by and among Resolve Staffing, Inc., a Nevada corporation (“Resolve”), Mandalay Merger Sub LLC, an Ohio limited liability company (“Merger Sub”) and Mandalay Services, Inc., a Michigan corporation (“Mandalay”).
EXHIBIT 10.15 AGREEMENT FOR BUSINESS DEVELOPMENT CONSULTING SERVICES February 1, 2003 Mr. Cristino L. Perez Chief Financial Officer Resolve Staffing, Inc. 105 North Falkenburg Road, Suite B Tampa, Florida 33619 Dear Cris: On behalf of Pinnacle...Business Development Consulting Agreement • July 24th, 2003 • Resolve Staffing Inc • Non-operating establishments • Florida
STOCK PURCHASE AGREEMENT By and among ELS HUMAN RESOURCE SOLUTIONS, INC., BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST ORIGINALLY DATED AUGUST 16, 2002 and WILLIAM J. WALTON As of October 1, 2006Stock Purchase Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2006, by and among ELS Human Resource Solutions, Inc., an Ohio corporation (the “Purchaser”), Barbara L. Heineman Year 2002 Revocable Trust Originally Dated August 16, 2002 (“Heineman”) and William J. Walton (“Walton” and together with Heineman, collectively, the “Shareholders”).
January 9, 2006 Mr. Ron Heineman CEO Resolve, Staffing, Inc.Business Advisory Agreement • January 19th, 2006 • Resolve Staffing Inc • Services-help supply services • Ohio
STOCK PURCHASE AGREEMENT By and among ELS HUMAN RESOURCE SOLUTIONS, INC., SCOTT D. HORNE and STEPHEN R. ROUX As of October 1, 2006Stock Purchase Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2006, by and among ELS Human Resource Solutions, Inc., an Ohio corporation (the “Purchaser”), Scott R. Horne (“Horne”) and Stephen R. Roux (“Roux” and together with Horne, collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. DIVERSIFIED MERGER SUB LLC and DIVERSIFIED SUPPORT SYSTEMS, LLC As of October 1, 2006Merger Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
SECURITY AGREEMENTSecurity Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October, 2006, by and among ELS HUMAN RESOURCE SOLUTIONS, INC., an Ohio corporation (“ELS HRS”), RESOLVE STAFFING, INC., a Nevada corporation (“Resolve”), MANDALAY SERVICES, INC., a Michigan corporation (“Mandalay”), DIVERSIFIED SUPPORT SYSTEMS, LLC, an Ohio limited liability company (“Diversified”), ELS EMPLOYER SERVICES, INC., a Michigan corporation (“ELS ES”), and each subsidiary of ELS HRS set forth on the signature pages hereto (the “ELS HRS Subsidiaries”; each of ELS HRS, Resolve, Mandalay, Diversified, ELS ES, and the ELS HRS Subsidiaries being referred to herein individually as a "Debtor," and collectively, jointly and severally, as the “Debtors”), RONALD E. HEINEMAN (“Heineman”), THE BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST DATED August 16, 2002, Barbara L. Heineman, Trustee, or successor (the “Heineman Trust”), WILLIAM J. WALTON (“Walton”; each individually a "Secured Party," and col
FORBEARANCE AND REAFFIRMATION AGREEMENTForbearance and Reaffirmation Agreement • October 9th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS FORBEARANCE AND REAFFIRMATION AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2007 (the “Effective Date”), by and among RESOLVE STAFFING, INC., a Nevada corporation (“Parent”), EMPLOYEE LEASING SERVICES, INC., an Ohio corporation (“Employee Leasing Services”), ELS PERSONNEL SERVICES, LLC, an Ohio limited liability company (“ELS Personnel”), FIVE STAR STAFFING, INC., a Florida corporation (“Five Star Staffing”), FIVE STAR STAFFING (NEW YORK), INC., a New York corporation (“Five Star Staffing New York”), AMERICAN STAFFING RESOURCE, LTD., an Ohio limited liability company (“American Staffing”), STEVE’S STAFFING, LLC, an Ohio limited liability company (“Steve’s Staffing”), ELS HUMAN RESOURCE SOLUTIONS, INC., an Ohio corporation (“ELS Human Resource Solutions”), ELS OUTSOURCE SERVICES, INC., a Michigan corporation (“ELS Outsource”), ELS ADVANTAGE, INC., a Michigan corporation (“ELS Advantage”), ELS EMPLOYER SERVICES, INC., a Michigan corporation (“ELS Employer
RIGHTS AGREEMENT between RESOLVE STAFFING, INC. and FLORIDA ATLANTIC STOCK TRANSFER, INC. as Rights Agent Dated as of May 26, 2006Rights Agreement • May 31st, 2006 • Resolve Staffing Inc • Services-help supply services • Nevada
GUARANTYGuaranty • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
WHEREAS, pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) made by and among ELS HUMAN RESOURCE SOLUTIONS, INC. (“ELS HRS”), THE BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST DATED August 16, 2002, Barbara L. Heineman Trustee, or successor (the “Heineman Trust”), and WILLIAM J. WALTON (“Walton”); that certain Agreement and Plan of Merger (the “Forward Merger Agreement”) made by and among ELS HRS, RESOLVE STAFFING, INC. (“Resolve”), and the Constituent Companies party thereto; that certain Agreement and Plan of Merger made by and among RESOLVE, MANDALAY MERGER SUB LLC, and MANDALAY SERVICES, INC. (the “Mandalay Merger Agreement”); that certain Agreement and Plan of Merger made by and among RESOLVE, DIVERSIFIED MERGER SUB LLC, and DIVERSIFIED SUPPORT SYSTEMS, LLC (the “Diversified Merger Agreement”); and that certain Agreement and Plan of Merger made by and among RESOLVE, ELS EMPLOYER MERGER SUB LLC, and ELS EMPLOYER SERVICES, INC. (the “ELS Employer Merg
DISPOSITION AGREEMENTDisposition Agreement • January 30th, 2008 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS DISPOSITION AGREEMENT (this “Agreement”), made and to be effective as of January 28, 2008 (the “Effective Date”), by and among RESOLVE STAFFING, INC., a Nevada corporation (“Parent”), EMPLOYEE LEASING SERVICES, INC., an Ohio corporation (“Employee Leasing Services”), ELS PERSONNEL SERVICES, LLC, an Ohio limited liability company (“ELS Personnel”), FIVE STAR STAFFING, INC., a Florida corporation (“Five Star Staffing”), FIVE STAR STAFFING (NEW YORK), INC., a New York corporation (“Five Star Staffing New York”), AMERICAN STAFFING RESOURCE, LTD., an Ohio limited liability company (“American Staffing”), STEVE’S STAFFING, LLC, an Ohio limited liability company (“Steve’s Staffing”), ELS HUMAN RESOURCE SOLUTIONS, INC., an Ohio corporation (“ELS Human Resource Solutions”), ELS OUTSOURCE SERVICES, INC., a Michigan corporation (“ELS Outsource”), ELS ADVANTAGE, INC., a Michigan corporation (“ELS Advantage”), ELS EMPLOYER SERVICES, INC., a Michigan corporation (“ELS Employer”), ELS PAYROLL SOL
WITNESSETH:Shopping Center Lease • July 29th, 2002 • Resolve Staffing Inc • Non-operating establishments
PLEDGE AGREEMENTPledge Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 1, 2006 by and among Resolve Staffing, Inc., a Nevada corporation (“Resolve”), and ELS Human Resource Solutions, Inc., an Ohio corporation (“ELS HRS”; each of Resolve and ELS HRS being referred to herein as a “Pledgor” and collectively, jointly and severally, the “Pledgors”), the Pledged Stock Issuers listed on Schedule 1 hereto, and Ronald E. Heineman (“Heineman”), the Barbara L. Heineman Year 2002 Revocable Trust dated August 16, 2002, Barbara L. Heineman, Trustee, or successor (the “Heineman Trust”), and William J. Walton (“Walton”), and Heineman, as agent for himself, the Heineman Trust, and Walton (in such capacity, the “Agent”).
Exhibit 10.7 LOCK-UP AND REGISTRATION AGREEMENT AGREEMENT, by and between RESOLVE STAFFING, INC., a Nevada corporation (the "Company"), and the undersigned holders of shares of the Company (the "Holders"). W I T N E S S E T H : WHEREAS, the Company...Lock-Up and Registration Agreement • December 23rd, 2002 • Resolve Staffing Inc • Non-operating establishments • Florida
Exhibit 10.13 AGREEMENT FOR BUSINESS DEVELOPMENT CONSULTING SERVICES ------------------------------------------------------ February 7, 2003 Mr. Cristino L. Perez Chief Financial Officer Resolve Staffing, Inc. 105 North Falkenburg Road, Suite B Tampa,...Business Development Consulting Agreement • June 30th, 2003 • Resolve Staffing Inc • Non-operating establishments • Florida
STOCK SALE AND PURCHASE AGREEMENTStock Sale and Purchase Agreement • January 10th, 2007 • Resolve Staffing Inc • Services-help supply services
THIS STOCK SALE AND PURCHASE AGREEMENT is made as of October 11,2006 by and among Mark Jacobs, JC KOSCO, LLC, a New York limited liability company (collectively "Sellers"), KFT, Inc., a New York Corporation with its principal corporate offices located at 6165 W. Quaker Road, Orchard Park, NY 14127 ("KFT"), Power Personnel LLC, a Delaware limited liability company, and Resolve Staffing, Inc. ("Buyer") a Nevada corporation with its principal corporate offices located at 3235 Omni Drive, Cincinnati, Ohio 45245.
RESOLVE STAFFING, INC. SHAREHOLDERS AGREEMENTShareholder Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Nevada
SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of October 1, 2006, among Resolve Staffing, Inc., a Nevada corporation (the "Company"), Ronald E. Heineman, William J. Walton, William A. Brown and Donald E. Quarterman (all of such holders being collectively referred to herein as the "Shareholders"). Certain capitalized terms used herein are defined in Section 7 hereof.
