FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 27th, 2012 • SGS Holdings LLC • Services-help supply services
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of April 27, 2012 (this “Amendment”), is made by and between SGS Holdings LLC, a Delaware limited liability company (“Buyer”), and Brookside Capital Trading Fund, L.P., a Delaware limited partnership (“Seller”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Stock Purchase Agreement (defined below).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 27th, 2012 • SGS Holdings LLC • Services-help supply services • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2012, by and between SGS Holdings LLC, a Delaware limited liability company (“Parent”), and Stream Acquisition, Inc., a Delaware corporation (“MergerSub”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 31st, 2012 • SGS Holdings LLC • Services-help supply services • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012 by and among (a) SGS Holdings LLC, a Delaware limited liability company (“Parent”), and (b) Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), EGS Dutchco B.V., a Dutch private company with limited liability (“PEP”), and NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala” and, together with Ares and PEP, the “Contributors” and each, a “Contributor”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 7 hereof.
LIMITED LIABILITY COMPANY AGREEMENT OF SGS HOLDINGS LLCLimited Liability Company Agreement • January 31st, 2012 • SGS Holdings LLC • Services-help supply services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of SGS Holdings LLC, a Delaware limited liability company (the “LLC”), is entered into as of January 27, 2012 by Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), EGS Dutchco B.V., a Netherlands corporation (“PEP”), NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala” and, together with Ares and PEP, the “Initial Members”), and such other persons and entities that may hereafter be admitted to the LLC as members upon their execution (directly or by power of attorney) of a counterpart to this Agreement (the “Members”).
