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”).
