AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. ELS ESI MERGER SUB LLC and ELS EMPLOYER SERVICES, INC. As of October 1, 2006Agreement and Plan of Merger • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
AGREEMENT AND PLAN OF MERGER By and among ELS HUMAN RESOURCE SOLUTIONS, INC. RESOLVE STAFFING, INC. ELS OF DAYTON PREMIER BUSINESS SOLUTIONS, LLC and ELS ADMINISTRATIVE SERVICES, L.L.C. As of October 1, 2006Agreement and Plan of Merger • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. MANDALAY MERGER SUB LLC and MANDALAY SERVICES, INC. As of October 1, 2006Agreement and Plan of Merger • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 1, 2006, by and among Resolve Staffing, Inc., a Nevada corporation (“Resolve”), Mandalay Merger Sub LLC, an Ohio limited liability company (“Merger Sub”) and Mandalay Services, Inc., a Michigan corporation (“Mandalay”).
STOCK PURCHASE AGREEMENT By and among ELS HUMAN RESOURCE SOLUTIONS, INC., BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST ORIGINALLY DATED AUGUST 16, 2002 and WILLIAM J. WALTON As of October 1, 2006Stock Purchase Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2006, by and among ELS Human Resource Solutions, Inc., an Ohio corporation (the “Purchaser”), Barbara L. Heineman Year 2002 Revocable Trust Originally Dated August 16, 2002 (“Heineman”) and William J. Walton (“Walton” and together with Heineman, collectively, the “Shareholders”).
STOCK PURCHASE AGREEMENT By and among ELS HUMAN RESOURCE SOLUTIONS, INC., SCOTT D. HORNE and STEPHEN R. ROUX As of October 1, 2006Stock Purchase Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2006, by and among ELS Human Resource Solutions, Inc., an Ohio corporation (the “Purchaser”), Scott R. Horne (“Horne”) and Stephen R. Roux (“Roux” and together with Horne, collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER By and among RESOLVE STAFFING, INC. DIVERSIFIED MERGER SUB LLC and DIVERSIFIED SUPPORT SYSTEMS, LLC As of October 1, 2006Agreement and Plan of Merger • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
SECURITY AGREEMENTSecurity Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October, 2006, by and among ELS HUMAN RESOURCE SOLUTIONS, INC., an Ohio corporation (“ELS HRS”), RESOLVE STAFFING, INC., a Nevada corporation (“Resolve”), MANDALAY SERVICES, INC., a Michigan corporation (“Mandalay”), DIVERSIFIED SUPPORT SYSTEMS, LLC, an Ohio limited liability company (“Diversified”), ELS EMPLOYER SERVICES, INC., a Michigan corporation (“ELS ES”), and each subsidiary of ELS HRS set forth on the signature pages hereto (the “ELS HRS Subsidiaries”; each of ELS HRS, Resolve, Mandalay, Diversified, ELS ES, and the ELS HRS Subsidiaries being referred to herein individually as a "Debtor," and collectively, jointly and severally, as the “Debtors”), RONALD E. HEINEMAN (“Heineman”), THE BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST DATED August 16, 2002, Barbara L. Heineman, Trustee, or successor (the “Heineman Trust”), WILLIAM J. WALTON (“Walton”; each individually a "Secured Party," and col
GUARANTYStock Purchase Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
WHEREAS, pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) made by and among ELS HUMAN RESOURCE SOLUTIONS, INC. (“ELS HRS”), THE BARBARA L. HEINEMAN YEAR 2002 REVOCABLE TRUST DATED August 16, 2002, Barbara L. Heineman Trustee, or successor (the “Heineman Trust”), and WILLIAM J. WALTON (“Walton”); that certain Agreement and Plan of Merger (the “Forward Merger Agreement”) made by and among ELS HRS, RESOLVE STAFFING, INC. (“Resolve”), and the Constituent Companies party thereto; that certain Agreement and Plan of Merger made by and among RESOLVE, MANDALAY MERGER SUB LLC, and MANDALAY SERVICES, INC. (the “Mandalay Merger Agreement”); that certain Agreement and Plan of Merger made by and among RESOLVE, DIVERSIFIED MERGER SUB LLC, and DIVERSIFIED SUPPORT SYSTEMS, LLC (the “Diversified Merger Agreement”); and that certain Agreement and Plan of Merger made by and among RESOLVE, ELS EMPLOYER MERGER SUB LLC, and ELS EMPLOYER SERVICES, INC. (the “ELS Employer Merg
PLEDGE AGREEMENTPledge Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Ohio
THIS PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 1, 2006 by and among Resolve Staffing, Inc., a Nevada corporation (“Resolve”), and ELS Human Resource Solutions, Inc., an Ohio corporation (“ELS HRS”; each of Resolve and ELS HRS being referred to herein as a “Pledgor” and collectively, jointly and severally, the “Pledgors”), the Pledged Stock Issuers listed on Schedule 1 hereto, and Ronald E. Heineman (“Heineman”), the Barbara L. Heineman Year 2002 Revocable Trust dated August 16, 2002, Barbara L. Heineman, Trustee, or successor (the “Heineman Trust”), and William J. Walton (“Walton”), and Heineman, as agent for himself, the Heineman Trust, and Walton (in such capacity, the “Agent”).
RESOLVE STAFFING, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • August 10th, 2007 • Resolve Staffing Inc • Services-help supply services • Nevada
SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of October 1, 2006, among Resolve Staffing, Inc., a Nevada corporation (the "Company"), Ronald E. Heineman, William J. Walton, William A. Brown and Donald E. Quarterman (all of such holders being collectively referred to herein as the "Shareholders"). Certain capitalized terms used herein are defined in Section 7 hereof.
