STOCK PURCHASE AGREEMENT BETWEEN GENERAL EMPLOYMENT ENTERPRISES, INC., an Illinois corporation AND WILLIAM DANIEL DAMPIER & CAROL LEE DAMPIER OCTOBER 4, 2015Stock Purchase Agreement • October 7th, 2015 • General Employment Enterprises Inc • Services-employment agencies • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2015 • General Employment Enterprises Inc • Services-employment agencies • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 2, 2015, is made by and between General Employment Enterprises, Inc., an Illinois corporation (the “Company”), and JAX Legacy – Investment 1, LLC, a Florida limited liability company (the “Investor”).
ContractSubordinated Security Agreement • October 7th, 2015 • General Employment Enterprises Inc • Services-employment agencies
THE RIGHTS OF PAYMENT, PRIORITY AND ENFORCEMENT OF LIENS AND SECURITY INTERESTS, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE SECURED PARTY (OR ASSIGNEE THEREOF) ARE SUBJECT TO THE PROVISIONS OF THE SUBORDINATION AND INTERCREDITOR AGREEMENT, effective as of the date hereof AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED, MODIFIED OR REPLACED FROM TIME TO TIME (THE "INTERCREDITOR AGREEMENT") BY AND AMONG THE SECURED PARTY AND ACF FINCO I LP, a limited partnership organized under the laws of the state of Delaware (SUCH OTHER SENIOR LENDER(S) AS MAY BE DEFINED IN THE INTERCREDITOR AGREEMENT), AND OTHERS. ANY PERSON BECOMING AN ASSIGNEE OF THIS SUBORDINATED SECURITY AGREEMENT TAKES SUCH ASSIGNMENT AND RELATED RIGHTS SUBJECT TO THE INTERCREDITOR AGREEMENT.
PROMISSORY NOTEPromissory Note • October 7th, 2015 • General Employment Enterprises Inc • Services-employment agencies • Florida
THIS NOTE AND THE INDEBTEDNESS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED IN PAYMENT TO THE OBLIGATIONS OF THE COMPANY TO ACF FINCO I LP PURSUANT TO THE TERMS AND PROVISIONS OF A SUBORDINATION AGREEMENT DATED OCTOBER 2, 2015 BETWEEN ACF FINCO I LP AND JAX LEGACY – INVESTMENT 1, LLC, THE ORIGINAL HOLDER OF THIS NOTE.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2015 • General Employment Enterprises Inc • Services-employment agencies
THE NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE NOTE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE NOTE OR THE ACCURACY OR ADEQUACY OF ANY INFORMATION PROVIDED TO THE UNDERSIGNED INVESTOR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE NOTE CAN NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY IMPOSED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS, AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS.
