UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSStock Purchase Agreement • March 21st, 2007 • On Assignment Inc • Services-help supply services
On Assignment, Inc., (“On Assignment”), entered into a Stock Purchase Agreement, dated as of December 20, 2006 (the “Agreement”), by and among On Assignment, VSS Holding, Inc., a Nevada corporation (“VSS”) and parent company of Vista Staffing Solutions, Inc. (“Vista”), the stockholders of VSS who own all of the issued and outstanding capital stock of VSS, and the option holders of VSS who own all of the outstanding company stock options of VSS (the “Acquisition”). The Acquisition was completed on January 3, 2007. According to the terms of the Agreement, the purchase price paid by On Assignment was $41.1 million in cash and the stockholders of VSS have the opportunity to achieve an earn-out of up to $8.0 million based on VSS’ 2007 and 2008 performance. As a result of the Acquisition, VSS became a wholly-owned subsidiary of On Assignment.
