CONVERTIBLE NOTE AND WARRANT SALE AGREEMENTConvertible Note and Warrant Sale Agreement • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Delaware
CONVERTIBLE NOTE AND WARRANT SALE AGREEMENT (this “Agreement”) dated as of September 28, 2006 between AMATIS LIMITED (“Seller”), Global Employment Holdings, Inc. (“Global”) and the Purchasers named in Schedule I hereto (the “Purchasers”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
This Amendment, dated as of September 26, 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”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFI
FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTYSecurity Agreement, Pledge Agreement and Guaranty • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTY, dated as of September 28, 2006 (this “Amendment”) made by Global Employment Holdings, Inc. a Delaware corporation (the "Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), each of its subsidiaries (each a “Guarantor” and together with the Company and each of its subsidiaries, each a "Grantor” and a “Pledgor” and together the “Grantors” and “Pledgors”), Amatis Limited (“Amatis”), in its capacity as the original collateral agent (in such capacity, the “Original Collateral Agent”), and Whitebox Convertible Arbitrage Partners, LP (“Whitebox”), in its capacity as the new collateral agent (in such capacity, the “Collateral Agent”).
FIRST AMENDMENT TO NOTES SECURITIES PURCHASE AGREEMENTNotes Securities Purchase Agreement • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
FIRST AMENDMENT TO NOTES SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of September 28, 2006, by and among Global Employment Holdings, Inc., a Delaware corporation (the “Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), and the investors listed on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
