AGREEMENT AND PLAN OF MERGER BY AND AMONG KOOSHAREM CORPORATION, SELECT MERGER SUB INC. AND WESTAFF, INC. DATED AS OF JANUARY 28, 2009Merger Agreement • February 2nd, 2009 • Sorensen Trust • Services-help supply services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2009 (this "Agreement"), by and among KOOSHAREM CORPORATION, a California corporation doing business as Select Staffing ("Parent"), SELECT MERGER SUB INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and WESTAFF, INC., a Delaware corporation (the "Company").
JOINT FILING AGREEMENTJoint Filing Agreement • February 2nd, 2009 • Sorensen Trust • Services-help supply services
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
STOCK & NOTE PURCHASE AGREEMENT by and between KOOSHAREM CORPORATION as Purchaser, and DELSTAFF, LLC as Seller Dated as of January 28, 2009Stock & Note Purchase Agreement • February 2nd, 2009 • Sorensen Trust • Services-help supply services • Delaware
THIS STOCK & NOTE PURCHASE AGREEMENT (“Agreement”), dated as of the 28th day of January, 2009, by and between KOOSHAREM CORPORATION, a California corporation (“Purchaser”) and DELSTAFF, LLC, a Delaware limited liability company (“Seller”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Seller, Select Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and Westaff, Inc., a Delaware corporation (the “Company”).
