EXHIBIT 10.1
NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON THE CONVERSION OR EXCHANGE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE
UPON THE CONVERSION OR EXCHANGE HEREOF MAY BE OFFERED OR SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION.
8.00% SUBORDINATED CONVERTIBLE NOTE
DUE DECEMBER 2, 2009
$8,000,000 September 21, 2001
FOR VALUE RECEIVED, COMFORCE Corporation, a Delaware corporation (the
"Company"), hereby promises to pay to Fanning CPD Assets, Limited Partnership,
or its registered assigns (the "Holder"), on December 2, 2009 (the "Maturity
Date"), the principal amount of Eight Million Dollars ($8,000,000), and to pay
interest on the principal amount hereof outstanding from time to time, in such
amounts, at such times and on such terms and conditions as are specified herein.
This Note is being issued in exchange for $18,000,000 original principal amount
of the Company's 15% Senior Secured PIK Debentures due 2009 ("PIK Debentures")
held by the Holder, which PIK Debentures held by the Holder are hereby
cancelled.
Article 1. Interest
Interest shall accrue on the unpaid principal amount of this Note at the
rate of eight percent (8.00%) per annum. Interest shall be due and payable on
this Note (i) semi-annually on June 1 and December 1 in each year commencing on
December 1, 2001 and continuing until the Maturity Date (each, an "Interest
Payment Date"), except that any and all interest accrued and unpaid on this Note
from and after June 1, 2009 shall be due and payable on the Maturity Date
instead of the Interest Payment Date of December 1, 2009, or (ii) upon earlier
acceleration of this Note. The record date for payment of interest shall be
fifteen (15) days before each Interest Payment Date. Interest shall be computed
on the basis of a 360-day year consisting of twelve (12) 30-day months.
Interest shall be paid in cash, or, at the option of the Company, through and
including December 1, 2003, in kind through the issuance to the Holder of
additional 8.00% Subordinated Convertible Notes due December 1, 2009, which
shall be identical to this Note except as to the principal amount and date of
issuance ("Additional PIK Notes"). In the event this Note is converted in whole
or in part into other securities of the Company in accordance
with its terms, all interest accrued on the principal amount so converted shall
be included as a part of the sum converted and shall accordingly thereafter not
be payable to the Holder.
Article 2. Method of Payment, Subordination
(a) Payments of this Note shall be in immediately available funds in
accordance with the written instructions of the Holder or, to the extent
permitted hereby, through Additional PIK Notes. In the absence of such
instructions, the Company shall make the payment by check (or through the
issuance of Additional PIK Notes) timely delivered to the Holder.
(b) (i) This Note is an unsecured obligation of the Company and is
subordinate in right of payment to the prior payment in full in cash of all of
the Company's present and future liabilities, indebtedness and obligations
(including, without limitation, all principal, interest (including interest at
the contracted for rate accruing after the commencement of a Proceeding (as
defined below) in which the Company or any Affiliate thereof is a debtor,
whether or not a claim for such interest is an allowed claim in any such
Proceeding), fees, indemnities, reimbursement of drawings under letters of
credit, expenses and other amounts) under (i) the Company's senior secured
credit facilities (as amended from time to time) provided by IBJ Whitehall
Business Credit Corporation and the other lenders party thereto from time to
time as well as any senior secured credit facilities provided by any lenders
that refinance, refund or replace such senior secured credit facilities
(collectively the "Senior Secured Credit Facilities") and (ii) any PIK
Debentures that have not been cancelled (the indebtedness, liabilities and
obligations described in clauses (i) and (ii) of this paragraph (b) being
hereinafter referred to as "Senior Indebtedness"). Notwithstanding anything to
the contrary herein contained, except as provided below in the case of a
Proceeding, no payments of interest (other than through issuance of Additional
PIK Notes as otherwise permitted hereunder), principal or other amounts shall be
made hereunder if and so long as any default has occurred and is continuing
under any other debt instruments or agreements of the Company or instruments or
agreements guaranteed by the Company (including without limitation any "Default"
or "Event of Default" that may occur under (and as such terms are defined in)
the Senior Secured Credit Facilities) or is likely to occur as a result of any
such payment hereunder. Unless and until any such default has occurred and is
continuing (including without limitation any "Default" or "Event of Default"
that may occur under the Senior Secured Credit Facilities), the Company may pay
to the Holder regularly scheduled installment payments of principal, interest,
or both, as the case may be, pursuant to the terms of this Note.
(ii) Upon any payment or distribution of any assets of the Company of
any kind or character, whether in cash, property or securities (including,
without limitation, payments or distributions payable to the holder of this Note
by virtue of the terms of any indebtedness which is subordinated in right of
payment to this Note and, payable to the holder of this Note by virtue of any
subordination agreement in which the holder of this Note is a senior creditor
(such payment or distribution being hereinafter referred to as a "Subordinated
Payment")), by set-off or otherwise, to creditors in any liquidation or other
winding-up of the Company or in the event of any receivership, insolvency,
reorganization or bankruptcy proceeding, assignment for the benefit of creditors
or any proceeding by or against the Company for any relief under any bankruptcy,
reorganization or insolvency law or laws, Federal or
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state, or any law, Federal or state, relating to the relief of debtors,
readjustment of indebtedness, reorganization, composition or extension of
indebtedness (each, a "Proceeding"), the holders of Senior Indebtedness shall
first be entitled to receive payment in full in cash, in accordance with the
terms thereof and of this Article 2(b), of all amounts payable under or in
respect of such Senior Indebtedness, before any payment or distribution
(including, without limitation, Subordinated Payments) is made on, or in respect
of, any indebtedness arising under this Note, and, in any such Proceeding, any
distribution or payment, to which the holders of Senior Indebtedness would be
entitled except for the provisions hereof (including, without limitation,
Subordinated Payments), shall be paid by the Company, or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution directly to the holders of Senior Indebtedness (or to
their agent or representative) to the extent necessary to pay all such Senior
Indebtedness in full in cash, after giving effect to any concurrent payment or
distribution to the holder of such Senior Indebtedness.
(iii) In the event that, notwithstanding the foregoing, in any such
Proceeding any payment or distribution of any assets of the Company, of any kind
or character, whether in cash, property or securities, by set-off or otherwise,
shall be received by the holder of this Note, (including, without limitation,
Subordinated Payments) before all Senior Indebtedness is paid in full in cash,
such payment or distribution shall be received (whether or not such payment or
distribution shall have been made in accordance with a plan of reorganization or
arrangement approved in bankruptcy or other proceedings) in trust on behalf of
the holders of Senior Indebtedness and shall be paid over to the holders of
Senior Indebtedness (or to their agent or representative) for application to the
payment of all Senior Indebtedness remaining unpaid until such Senior
Indebtedness shall have been paid in full in cash, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
In the event of the failure of the holder of this Note to endorse or assign to
the holders of Senior Indebtedness (or their agent or representative) any such
payment or distribution, the holders of Senior Indebtedness are hereby
irrevocably authorized to endorse or assign the same on behalf of the holder of
this Note.
(iv) By its acceptance of this Note, the holder hereof agrees that
without notice to or consent by it (a) the liability of the Company in respect
of any Senior Indebtedness may, in whole or in part, be renewed, extended,
modified, restated, released, replaced, refinanced or refunded by the holders of
Senior Indebtedness and the relevant documents governing Senior Indebtedness may
be amended or supplemented, as such holders of Senior Indebtedness may deem
advisable, (b) any collateral and/or security interests in respect of Senior
Indebtedness may, from time to time, in whole or in part, be exchanged,
released, not perfected, not timely perfected, sold or surrendered by the
holders of Senior Indebtedness, (c) the amount of the Senior Indebtedness may,
from time to time, be increased through further loans, or otherwise, (d) any
deposit balance or balances to the credit of the Company may, from time to time,
in whole or in part, be surrendered or released by the holders of Senior
Indebtedness, and (e) any of the provisions hereof may be waived partially or
entirely by the holders of Senior Indebtedness as to some of the 8.00%
Subordinated Convertible Notes of the Company but not other 8.00% Subordinated
Convertible Notes of the Company, all without impairing or in any way affecting
the subordination of this Note contained in this Article 2(b); nor shall the
subordination of this Note herein contained be impaired or affected in any way
by any other action, inaction or
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omission in respect of the Senior Indebtedness or this Agreement. No right of
any present or future holder of Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Agreement, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.
Article 3. Conversion
Section 3.1. Xxxxxx's Right to Convert. The outstanding principal of this
Note and interest accrued hereon through the date of conversion may, at the
option of the Holder at any time prior to the Maturity Date, be converted, in
whole or in part, into Common Stock of the Company at a conversion price of One
Dollar and Seventy Cents ($1.70) per share, as adjusted (the "Conversion
Price"); provided, however, that if such conversion would result in a "Change of
Control" as defined in Section 1.1 of the Indenture governing the PIK Debentures
or the Indenture governing the 12% Senior Notes due 2007 (the "Senior Notes"),
each dated November 26, 1997, as amended (collectively, the "Indentures"),
unless and until all of the PIK Debentures or Senior Notes have been fully paid,
this Note shall be convertible into a like number of shares of a series of non-
voting Preferred Stock having a nominal liquidation preference (but no other
preferences), which in turn will be convertible into Common Stock at the
Holder's option at any time so long as such conversion would not result in a
Change of Control under the Indentures ("Non-Voting Preferred Stock"), all in
accordance with designations of rights and preferences reasonably acceptable to
the Holder to be filed with the Secretary of State of Delaware upon the Holder's
request.
Section 3.2. Conversion Mechanics. Before the Holder shall be entitled to
convert this Note into shares of Common Stock or Non-Voting Preferred Stock
pursuant to Section 3.1, the Holder shall surrender this Note to the Company,
accompanied by a written notice of election to convert in the form attached
hereto specifying the date of conversion, which shall be at least 61 days after
such notice is sent. The Holder shall not be prohibited from withdrawing its
election to convert at any time prior to the date fixed for conversion. The
Company shall, on the specified conversion date or as soon thereafter as is
practicable, issue and deliver at such office to the Holder, a certificate or
certificates for the number of shares of Common Stock or Non-Voting Preferred
Stock to which the Holder shall be entitled. The Company shall not issue a
fractional share of any equity security otherwise issuable upon the conversion
of this Note. Instead, the Company shall pay, in lieu of any fractional share,
the cash value thereof based on the last reported sale price of Common Stock on
the date of conversion. The Company shall pay any documentary, stamp or similar
issue or transfer tax due on the issue of securities upon the conversion of this
Note.
Section 3.3 Adjustments.
(a) In the event the Company should at any time or from time to time
following the initial date of issuance of this Note fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
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receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed),
the Conversion Price, as applicable, shall be appropriately decreased so that
the number of shares of Common Stock issuable on conversion of this Note shall
be increased in proportion to such increase in the aggregate of the number of
shares of Common Stock outstanding plus the number of shares of Common Stock
issuable with respect to such Common Stock Equivalents.
(b) If the number of shares of Common Stock outstanding at any time
following the initial date of issuance of this Note is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
this Note shall be decreased in proportion to such decrease in outstanding
shares.
(c) If the Common Stock issuable upon conversion of this Note shall be
changed into the same or different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassifications or
otherwise (other than a Business Consolidation Transaction as defined in Section
3.3(e)), the Conversion Price then in effect shall, concurrently with the
effectiveness of such reorganization or reclassification, be proportionately
adjusted such that this Note shall be convertible into, in lieu of the number of
shares of Common Stock or Non-Voting Preferred Stock that the Holder would
otherwise have been entitled to receive, a number of shares of such other class
or classes of stock equivalent to the number of shares of Common Stock that
would have been subject to receipt by the holders upon conversion of this Note
immediately before that change.
(d) In the event the Company shall declare a distribution payable in
securities of other persons, evidences of indebtedness issued by the Company or
other persons, assets (excluding cash dividends) or options or rights, then, in
each such case, the Holder shall be entitled to a proportionate share of any
such distribution as though it were the holder of the number of shares of Common
Stock of the Company into which this Note is convertible as of the record date
fixed for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.
(e) If at any time or from time to time the Common Stock or Non-Voting
Preferred Stock issuable upon conversion of this Note shall be changed into the
same or different number of shares of any other class or classes of stock in a
Business Consolidation Transaction (as defined below), provision shall be made
so that the Holder shall thereafter be entitled to receive upon conversion of
this Note the number of shares of stock or other securities or property of the
Company or otherwise, to which a holder of the Common Stock deliverable upon
such conversion would have been entitled as a result of Business Consolidation
Transaction. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Article 3 with respect to the rights of
the Holder to the end that the provisions of this Article 3 shall be applicable
after that event as nearly equivalent as is practicable. For the purposes of
this Section 3.3, a "Business Consolidation Transaction" shall be deemed to
occur if the Company
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shall (i) sell, convey, lease or otherwise dispose of all or substantially all
of its property or business, (ii) enter into a compulsory share exchange
pursuant to which the Common Stock is converted into the right to receive other
cash or other securities or property, (iii) merge into or consolidate with any
other corporation or other business entity or (iv) effect any other like
transaction not provided for elsewhere in this Section 3.3.
(f) Notwithstanding anything to the contrary herein contained, no
adjustment of the Conversion Price or any conversion ratio shall be made based
upon the issuance of Common Stock (or any other securities convertible into
Common Stock) under a dividend reinvestment or employee benefit plan or program,
or in lieu of the payment of cash interest, or upon the issuance of rights under
a shareholder rights plan.
(g) If any action would require adjustment of the conversion ratio
pursuant to more than one of the provisions of this Section 3.3, only one
adjustment will be made with respect to that action and such adjustment will be
the amount of the adjustment that has the highest value to the Holder.
Section 3.4. Restrictions on Transfer. This Note and any securities
issuable upon the conversion hereof have not been registered under the
Securities Act of 1933 (the "Act") and this Note and such securities may not be
offered for sale, sold or otherwise transferred unless such offer, sale or other
transfer is registered under the Act or such securities or such transfer is
exempt from such registration. Notwithstanding the foregoing, the Holder may
transfer this Note or securities issuable upon conversion hereof to any other
person that directly or indirectly controls, or is under common control with, or
is controlled by, the Holder and, if the Holder is an individual, the
individual's spouse and any trust whose principal beneficiary is, or limited
partnership whose equity holders are, such Holder and/or one or more members of
such Holder's immediate family (including parents, siblings, spouse and
children, whether by birth or by adoption) of such individual.
Article 4. Prepayment
This Note may be prepaid in whole or in part at any time on or after
December 1, 2003, provided that (i) the closing price of the Common Stock shall
have been at least 125% of the Conversion Price for the 20 consecutive trading
days ended within five days prior to the date the Company advises the Holder of
its election to prepay this Note and (ii) for any prepayment to be effected
prior to November 30, 2006, a prepayment premium equal to the percentage
specified below (of the amount of principal prepaid) shall be paid at the time
of such prepayment:
(a) from December 1, 2003 to November 30, 2004, 3% of the principal prepaid;
(b) from December 1, 2004 to November 30, 2005, 2% of the principal prepaid;
and
(c) from December 1, 2005 to November 30, 2006, 1% of the principal prepaid.
The Company shall provide to the Holder notice of its election to prepay
this Note (or any portion hereof) at least 10 business days prior to prepayment
and shall afford the Holder the
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right to convert this Note to Common Stock at any time prior to the date fixed
for prepayment (which prepayment date shall not be more than 20 business days
after the date such notice is mailed by the Company). Any prepayments shall be
made ratably among this Note and any Additional PIK Notes (collectively, the
"Series Notes") based upon the outstanding principal amount thereof.
Article 5. Reports
The Company will mail to the Holder hereof at the address as shown in the
records of the Company a copy of any report or proxy statement that it gives to
its stockholders generally at the time such report or statement is sent to
stockholders.
Article 6. Defaults and Remedies
Section 6.1. Events of Default. An "Event of Default" occurs if (a) the
Company fails to make the payment of the principal of, and interest on, this
Note when the same becomes due and payable, and such failure continues for 30
days, (b) the Company fails to comply with any of its other obligations under
this Note, and such failure continues for the period and after the notice
specified below, or (c) the Company, pursuant to or within the meaning of any
Bankruptcy Law (as hereinafter defined): (i) commences a voluntary case; (ii)
consents to the entry of an order for relief against it in an involuntary case;
(iii) consents to the appointment of a Custodian (as hereinafter defined) of it
or for all or substantially all of its property; (iv) makes a general assignment
for the benefit of its creditors; or (v) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: (A) is for relief
against the Company in an involuntary case; (B) appoints a Custodian of the
Company or for all or substantially all of its property or (C) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.
As used in this Section 6.1, the term "Bankruptcy Law" means Title 11 of
the United States Code or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.
A default under clause (b) above is not an Event of Default until the
holders of at least 25% of the aggregate outstanding principal amount of the
Series Notes notify the Company of such default and the Company does not cure it
within 30 days after the receipt of such notice, which must specify the default,
demand that it be remedied and state that it is a "Notice of Default."
Section 6.2. Default Rate Interest. From the date of the occurrence of an
Event of Default and until cured or until this Note is paid in full, this Note
shall bear interest at the rate of ten percent (10%) per annum.
Section 6.3. Acceleration. If an Event of Default is not cured within the
requisite period, the holders of 25% of the aggregate outstanding principal
amount of the Series Notes may declare the Series Notes to be immediately due
and payable; provided, however, that such
7
acceleration of the Series Notes may be rescinded by the consent of the holders
of at least a majority of the aggregate outstanding principal amount of the
Series Notes if the Event of Default has been cured.
Article 7. Registered Notes
Section 7.1. Record Ownership. The Company shall maintain a register of
the holders of the Series Notes (the "Register") showing their names and
addresses and the principal amounts and dates of Notes issued to or transferred
of record by them from time to time. The Register may be maintained in
electronic, magnetic or other computerized form. The Company may treat the
person named as the Holder of this Note in the Register as the sole owner of
this Note. The Holder of this Note is the person exclusively entitled to
receive payments of principal and interest on this Note, receive notifications
with respect to this Note, and otherwise exercise all of the rights and powers
as the absolute owner hereof.
Section 7.2. Registration of Transfer. Permitted transfers of this Note
may be registered on the Register. Permitted transfers shall be registered when
this Note is presented to the Company with a request to register the transfer
hereof and the Note is duly endorsed by the appropriate person, reasonable
assurances are given that the endorsements are genuine and effective, and the
Company has received evidence satisfactory to it that such transfer is in
compliance with all applicable laws, including tax laws and state and federal
securities laws. When this Note is presented for transfer and duly transferred
hereunder, it shall be canceled and a new Note showing the name of the
transferee as the record holder thereof shall be issued in lieu hereof. When
this Note is presented to the Company with a reasonable request to exchange it
for an equal principal amount of Notes of other denominations, the Company shall
make such exchange and shall cancel this Note and issue in lieu thereof Notes
having a total principal amount equal to this Note in the denominations
requested by the Holder. The Company may charge a reasonable fee for any
registration of transfer or exchange other than one occasioned by a notice of
prepayment or the conversion hereof.
Section 7.3. Worn and Lost Notes. If this Note becomes worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent may issue a new Note in lieu hereof upon its surrender. Where the Holder
of this Note claims that the Note has been lost, destroyed or wrongfully taken,
the Company shall issue a new Note in place of the original Note if the Holder
so requests by written notice to the Company actually received by the Company
before it is notified that the Note has been acquired by a bona fide purchaser
and, if required by the Company, the Holder has delivered to the Company an
indemnity bond in such amount and issued by such surety as the Company deems
satisfactory together with an affidavit of the Holder setting forth the facts
concerning such loss, destruction or wrongful taking and such other information
in such form with such proof or verification as the Company may request.
Article 8. Notices
Except as otherwise provided in this Note, any notice which is required or
convenient under the terms of this Note shall be duly given if it is in writing
and (i) delivered in person, (ii)
8
mailed by first class mail, postage prepaid, (iii) sent by facsimile
transmission, or (iv) sent by private overnight mail service (such as Federal
Express) and directed to the Holder of the Note at the Holder's address as it
appears in the records of the Company or to the Company at its principal
executive offices. Such notice shall be effective, when personally delivered,
upon receipt; when sent by first class mail, four business days after deposit
with the United States Postal Service; when sent by facsimile transmission, upon
receipt of confirmation of transmission; or when sent by private overnight mail
service, the next business day after deposit.
Article 9. Time
Where this Note authorizes or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a public
holiday, or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation performed on the
next succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of such
next succeeding business day, with the same force and effect as if made or
performed in accordance with the terms of this Note. Where time is extended by
virtue of the provisions of this Article 9, such extended time shall not be
included in the computation of interest.
Article 10. Rules of Construction
In this Note, unless the context otherwise requires, words in the singular
number include the plural, and in the plural include the singular, and words of
the masculine gender include the feminine and the neuter, and when the sense so
indicates, words of the neuter gender may refer to any gender. The numbers and
titles of sections contained in this Note are inserted for convenience of
reference only, and they neither form a part of this Note nor are they to be
used in the construction or interpretation hereof.
Article 11. Governing Law
The validity, terms, performance and enforcement of this Note shall be
governed and construed by the provisions hereof and in accordance with the laws
of the State of New York applicable to agreements that are negotiated, executed,
delivered and performed solely in the State of New York.
IN WITNESS WHEREOF, the Company has duly executed this Note as of the date
first written above.
COMFORCE CORPORATION
By_____________________________________
Name:
Title:
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NOTICE OF CONVERSION OR EXCHANGE
[To be completed and signed only upon conversion or exchange of Note]
The undersigned, the Holder of this Note, hereby irrevocably elects to exercise
the right to convert it into securities of COMFORCE Corporation, effective as of
(which shall be a date at least 61 days after this
----------------------------
notice is sent), as follows:
[Complete if less than Dollars ($ )*
all of principal amount -----------------------------------------------
is to be converted]
-----------------------------------------------
(Name of Holder of shares if different than
registered Holder of Note)
-----------------------------------------------
(Address of Holder if different than address of
registered Holder of Note)
-----------------------------------------------
(Social Security or EIN of Holder of shares if
different than Holder of Note)
*If the principal amount of the Note to be converted is less than the
entire principal amount thereof, a new Note for the balance of the
principal amount shall be returned to the Holder of the Note.
Date: Sign:
------------------- -----------------------------------------
(Signature must conform in all respects
to name of Holder shown on face of this
Note)
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Assignment of Note
The undersigned hereby sell(s) and assign(s) and transfer(s) unto
--------------------------------------------------------------------------------
(name, address and SSN or EIN of assignee)
Dollars ($ )
------------------------------------------------------- --------------
of principal amount of this Note together with all accrued interest hereon.
Date: Sign:
------------- ------------------------------------------
(Signature must conform in all respects to
name of Holder shown on face of Note)
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