REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
GLOBAL EMPLOYMENT HOLDINGS, INC. JOINDER AGREEMENTJoinder Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
This Joinder Agreement to the Common Stock Securities Purchase Agreement (“Joinder Agreement”), dated as of March 31, 2006 (the “Securities Purchase Agreement”), by and among Global Employment Solutions, Inc. (the “Company”) and the investors identified on the Schedule of Buyers attached thereto (the “Buyers”), is entered into as of March 31, 2006 by Global Employment Holdings, Inc. (“Holdings”), a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.
COMMON STOCK SECURITIES PURCHASE AGREEMENTCommon Stock Securities Purchase Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
COMMON STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
PLEDGE AGREEMENTPledge Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
THIS PLEDGE AGREEMENT, dated as of March 31, 2006, is made and given by [PLEDGOR] (the “Pledgor”) to WELLS FARGO BANK, N.A. (the “Secured Party”), acting through its WELLS FARGO BUSINESS CREDIT operating division.
PREFERRED STOCK SECURITIES PURCHASE AGREEMENTPreferred Stock Securities Purchase Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLEDGE AGREEMENTPledge Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of March 31, 2006, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of Amatis Limited, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Notes Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”) (together with its successors, transferees and assigns, the “Investor”).
GUARANTYGlobal Employment Holdings, Inc. • April 4th, 2006 • Blank checks • New York
GUARANTY, dated as of March 31, 2006 made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors ”), in favor of Amatis Limited, a company organized under the laws of the Cayman Islands its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Notes Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2004 between Global Employment Solutions, Inc., a Colorado corporation (the “Company”), and Howard Brill (“Employee”).
GLOBAL EMPLOYMENT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is effective as of this ___day of March, 2006, by and between Global Employment Holdings, Inc., a Delaware corporation (the “Company”), with its principal address at 9090 S. Ridgeline Boulevard, Littleton, CO, 80125, and ___(“Indemnitee”).
SHARE PURCHASE AGREEMENT AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC. GLOBAL EMPLOYMENT HOLDINGS, INC. AND SHAREHOLDERS OF GLOBAL EMPLOYMENT SOLUTIONS, INC.Share Purchase Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
SHARE PURCHASE AGREEMENT dated as of March 31, 2006 among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), and the shareholders of Global signatory hereto (the “Holders”).
NON-DISCLOSURE, NON-COMPETITION, ARBITRATION & EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
In consideration of employment with Global Employment Solutions, located at 215 Union, Lakewood, Colorado 80228, and it’s wholly owned subsidiary, Southeastern Companies, Inc., located at 225 W. Busch Boulevard, Tampa, Florida, 33612 (hereinafter individually and/or collectively referred to as “Employer”), and Robert Larkin (herein after referred to as “Employee”) hereby covenant and agree as follows:
TERM NOTEGlobal Employment Holdings, Inc. • April 4th, 2006 • Blank checks
For value received, each of the undersigned, 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., f/k/a Michael & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, INC., a Florida corporation (“BHR”) and SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR and SGHR, each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally promises to pay on the Termination Date under the Credit Agreement (defined bel
SUBORDINATION AGREEMENTSubordination Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
THIS AGREEMENT, dated as of March 31, 2006, is made by AMATIS LIMITED, a company organized under the laws of the Cayman Islands, for itself and in its capacity as collateral agent, together with any replacement or successor collateral agent (“Amatis”), and RADCLIFFE SPC, LTD., for and on behalf of Class A Convertible Crossover Segregated Portfolio, MAGNETAR CAPITAL MASTER FUND, LTD., WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, GUGGENHEIM PORTFOLIO XXXI, LLC, PANDORA SELECT PARTNERS, LP, WHITEBOX INTERMARKET PARTNERS, LP, CONTEXT CONVERTIBLE ARBITRAGE FUND, LP, CONTEXT CONVERTIBLE ARBITRAGE OFFSHORE, LTD., CONTEXT OPPORTUNISTIC MASTER FUND, L.P. (each, an “Other Buyer” and, collectively, the “Other Buyers”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (with all its participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business Credit operating division. Each Buyer and Amatis are referred to herein as a “Subordinated Creditor” and, coll
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
This Agreement, dated as of March 31, 2006, is made by [DEBTOR] (the “Debtor”), having a mailing address at , for the benefit of Wells Fargo Bank, National Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating division, having a place of business at Wells Fargo Center, MAC C7300-210, 1740 Broadway, Denver, Colorado 80274.
NOTES SECURITIES PURCHASE AGREEMENTNotes Securities Purchase Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
NOTES SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
GUARANTY BY CORPORATIONGlobal Employment Holdings, Inc. • April 4th, 2006 • Blank checks • Colorado
This Guaranty, dated as of March 31, 2006, is made by Global Employment Holdings, Inc., a Delaware corporation (the “Guarantor”), for the benefit of Wells Fargo Bank, N. A., (with its participants, successors and assigns, the “Lender”), acting through its Wells Fargo Business Credit operating division.
SECURITY AGREEMENTSecurity Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
SECURITY AGREEMENT, dated as of March 31, 2006 (this “Agreement”) made by Global Employment Holdings, Inc. a Delaware corporation (the “Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), and each of its subsidiaries (each a “Guarantor” and together with the Company and each of its subsidiaries, each a “Grantor” and together the “Grantors”), in favor of Amatis Limited a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), and Arnold P. Kling, Kirk M. Warshaw and R&R Investments I, LLC (the “Shareholders”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
This Agreement, dated as of March 31, 2006, is made by and between [NAME OF DEBTOR] having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating division, and having a business location at the address set forth below next to its signature.
FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
This Amendment, dated as of March 31, 2006, is made by and among 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., f/k/a Michael & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, Inc., a Florida corporation (“BHR”) and SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR and SGHR are each referred to herein as a “Borrower” and collectively as the “Borrowers”), and WELLS FARGO BANK, N.A. (the “Lender”), acting through its
NON-DISCLOSURE, NON-COMPETITION, ARBITRATION & EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Georgia
In consideration of employment with Global Employment Solutions, located at 9090 S. Ridgeline Blvd, Ste. 205, Highlands Ranch, CO 80129 and TPS, Inc. located at 300 West Emery St., Ste. 205, Dalton, GA 30722-1944 (hereinafter referred to as “Employer”), and Robert S. Pennington (herein after referred to as “Employee”) hereby covenant and agree as follows:
NON-DISCLOSURE, NON-COMPETITION, ARBITRATION & EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
In consideration of employment with Global Employment Solutions, Inc., 9090 Ridgeline Blvd. Suite 205, Highlands Ranch Colorado 80129, (hereinafter referred to as “Employer”), and Dan Hollenbach (herein after referred to as “Employee”) hereby covenant and agree as follows:
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Delaware
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), and (“Employee”). References herein to the Company are to GES and Holdings, individually and collectively.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned common stock holders (each, a “Holder”, and collectively, the “Holders”).
