STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is entered into by and between Lakeview Fund LP (the “Seller”) and Victory Park Credit Opportunities Master Fund, Ltd. (the “Buyer”).
SHAREHOLDERS’ AGREEMENTShareholders Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services • Delaware
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of September 30, 2009, by and among Global Employment Holdings, Inc., a Delaware corporation (“Global”), Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Victory”), and each of the holders of the shares of Global’s Equity Securities signatory hereto (together with Victory and any other Person who hereafter becomes party to this Agreement pursuant to the provisions hereof, each, individually, a “Shareholder” and, collectively, the “Shareholders”). The Shareholders together with Global are referred to herein as the “Parties” and each a “Party”. All capitalized terms used herein and not otherwise defined shall have the meaning specified in Article I.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is entered into by and between Diamond Opportunity Fund, LLC (the “Seller”) and Victory Park Credit Opportunities Master Fund, Ltd. (the “Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services
SENIOR TERM LOAN EXCHANGE AGREEMENTSenior Term Loan Exchange Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services • New York
This SENIOR TERM LOAN EXCHANGE AGREEMENT (this “Agreement”) is entered into as of September 30, 2009, by and among GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“GES”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., a Georgia corporation (“SGHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO II INC., a Florida corporation (“SEII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., a Florida corporation (“SEIII”), GLOB
SERIES A CONVERTIBLE PREFERRED STOCK AMENDMENT AND CONVERSION AGREEMENTSeries a Convertible Preferred Stock Amendment and Conversion Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services • Delaware
This SERIES A CONVERTIBLE PREFERRED STOCK CONVERSION AGREEMENT (this “Agreement”) is entered into as of September 30, 2009, by and between Global Employment Holdings, Inc., a Delaware corporation (“Global”), and the holders of Global’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), listed on the signature pages hereto (each, a “Preferred Holder” and collectively, the “Preferred Holders”). Global and the Preferred Holders are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
SENIOR SECURED CONVERTIBLE NOTES AMENDMENT AND CONVERSION AGREEMENTSenior Secured Convertible Notes Amendment and Conversion Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services • New York
This SENIOR SECURED CONVERTIBLE NOTES AMENDMENT AND CONVERSION AGREEMENT (this “Agreement”) is entered into as of September 30, 2009 (the “Closing Date”), by and between Global Employment Holdings, Inc., a Delaware corporation (“Global”), and the holders of Global’s Senior Secured Convertible Notes (each, as amended, supplemented or otherwise modified from time to time prior to the date hereof, a “Subdebt Note” and, collectively, the “Subdebt Notes”) listed on the signature pages hereto (each, a “Subdebt Holder” and collectively, the “Subdebt Holders”). Each of Global and each Subdebt Holders is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 9th, 2009 • Victory Park Capital Advisors, LLC • Services-help supply services • New York
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 30, 2009 by and among GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., a Georgia corporation (“SGHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO II INC., a Florida corporation (“SEII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., a Florida corporation (“SEIII”), GLOBAL
