THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3 TEAMSTAFF, INC. COMMON STOCK PURCHASE WARRANTSecurities Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services • New York
For good and valuable consideration, the receipt of which is hereby acknowledged by TEAMSTAFF, INC., a New Jersey corporation (the “Company”), Wynnefield Partners Small Cap Value, LP (the “Holder”), is hereby granted the right to purchase, at any time from and after the 1st day of June, 2011 until 5:00 P.M., New York City time, on June 1, 2016 (the “Warrant Exercise Term”), up to Twenty One Thousand, Five Hundred and Thirty Eight (21,538) fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This warrant (the “Warrant”) is issued by the Company pursuant to that certain Debenture Purchase Agreement between the Company and the original Holder of this Warrant dated June 1, 2011(the “Agreement”) pursuant to which the Company may sell to the purchasers named therein up to an aggregate principal amount of $350,000 of convertible debentures (the “Convertible Debentures”) from time to time in accordance with the terms and conditions of
ContractConvertible Security Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
CREDITOR SUBORDINATION AGREEMENTCreditor Subordination Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services • Georgia
This Creditor Subordination Agreement (the “Agreement”) is made and entered into by Wynnefield Partners SmallCap Value, LP (the “Creditor”), TeamStaff Government Solutions, Inc., a Georgia corporation (the “Borrower”), and TeamStaff, Inc., a New Jersey corporation (the “Guarantor”), for the benefit of Presidential Financial Corporation, a Georgia corporation, and its successors and assigns (“Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services
This Amendment (the “Amendment”) to the Employment Agreement by and between John E. Kahn (“Employee”) and TeamStaff, Inc. (the “Company”), is made and entered into this 1st day of June, 2011.
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services • New York
THIS DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2011, is made by and among TeamStaff, Inc. (the “Company”), a New Jersey corporation with executive offices located at 1 Executive Drive, Somerset, NJ 08873, and each party executing the Purchaser Signature Page attached hereto (individually, a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services
This Amendment (the “Amendment”) to the Employment Agreement by and between Zachary C. Parker (“Employee”) and TeamStaff, Inc. (the “Company”), is made and entered into this 1st day of June, 2011.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2011 • Teamstaff Inc • Services-help supply services
This Amendment (the “Amendment”) to the Employment Agreement by and between John F. Armstrong (“Employee”) and TeamStaff, Inc. (the “Company”), is made and entered into this 1st day of June, 2011.
