REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Illinois
THIS AGREEMENT, made as of this ___ day of ___, 2005, by and between ___ (hereinafter “Employee”) and GLOBAL EMPLOYMENT SOLUTIONS, INC. with its principal place of business located at 33 N. Dearborn Street, Suite 400, Chicago, IL 60602, which as used in this Agreement shall include its affiliates, subsidiaries, related organizations, successors and assigns (hereinafter collectively “Employer”).
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services
THIS SECURITIES PLEDGE AGREEMENT (this “Agreement”) is entered into as of this 28th day of February, 2007, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders described below (in such capacity, “Secured Party”) under the Credit Agreement (defined below), and Global Employment Holdings, Inc., a Delaware corporation (“Pledgor”).
GLOBAL EMPLOYMENT HOLDINGS, INC. JOINDER AGREEMENTJoinder Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks
This Joinder Agreement to the Common Stock Securities Purchase Agreement (“Joinder Agreement”), dated as of March 31, 2006 (the “Securities Purchase Agreement”), by and among Global Employment Solutions, Inc. (the “Company”) and the investors identified on the Schedule of Buyers attached thereto (the “Buyers”), is entered into as of March 31, 2006 by Global Employment Holdings, Inc. (“Holdings”), a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2007 between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), Global Employment Solutions, Inc., a Colorado corporation (together with Holdings, the “Company”), and Steven List (“Employee”).
PLEDGE AGREEMENTPledge Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
THIS PLEDGE AGREEMENT, dated as of April 29, 2008, is made and given by GLOBAL EMPLOYMENT HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (the “Pledgor”) to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its Wells Fargo Business Credit operating division.
SUBLEASESublease • July 10th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
THIS SUBLEASE (“Sublease”) is made and entered into as of March 23, 2006 by and between Continental Casualty Company, an Illinois insurance company with its principal office located at CNA Center, 333 South Wabash Avenue, Chicago, Illinois 60685 (“Sublessor”), and Global Employment Solutions, Inc., a Colorado corporation with its principal office located at 10375 Park Meadows Drive, Suite 375, Littleton, Colorado 80124 (“Sublessee”).
COMMON STOCK SECURITIES PURCHASE AGREEMENTCommon Stock Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York
COMMON STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services
CREDIT AND SECURITY AGREEMENT BY AND AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC., EXCELL PERSONNEL SERVICES CORPORATION, FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., TEMPORARY PLACEMENT SERVICE, INC., SOUTHEASTERN STAFFING, INC., SOUTHEASTERN PERSONNEL...Credit and Security Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, INC., a Florida corporation (“BHR”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”), SOUTHEASTERN STAFFING VI, IN
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 15, 2006 between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), Global Employment Solutions, Inc., a Colorado corporation (“GES,” and together with Holdings, the “Company”), and Howard Brill (“Employee”).
PLEDGE AGREEMENTPledge Agreement • July 26th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
THIS PLEDGE AGREEMENT, dated as of July __, 2006, is made and given by [PLEDGOR], a corporation organized under the laws of the State of Florida (the “Pledgor”), to WELLS FARGO BANK, N.A. (the “Secured Party”), acting through its WELLS FARGO BUSINESS CREDIT operating division.
PREFERRED STOCK SECURITIES PURCHASE AGREEMENTPreferred Stock Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York
PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is hereby made and entered into as of February 28, 2007 by and among Global Employment Holdings, Inc., a Delaware corporation (the “Buyer”), Career Blazers Personnel Services, Inc., a New York corporation, Career Blazers Contingency Professionals, Inc., a New York corporation, and Career Blazers Personnel Services of Washington, D.C., Inc., a District of Columbia corporation (each of such corporations, a “Seller Constituent”; collectively, the “Seller”), and CapeSuccess LLC, a Delaware limited liability company (the “Seller Parent”).
CONVERTIBLE NOTE AND WARRANT SALE AGREEMENTConvertible Note and Warrant Sale Agreement • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Delaware
CONVERTIBLE NOTE AND WARRANT SALE AGREEMENT (this “Agreement”) dated as of September 28, 2006 between AMATIS LIMITED (“Seller”), Global Employment Holdings, Inc. (“Global”) and the Purchasers named in Schedule I hereto (the “Purchasers”).
PLEDGE AGREEMENTPledge Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of March 31, 2006, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of Amatis Limited, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Notes Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”) (together with its successors, transferees and assigns, the “Investor”).
GUARANTYGlobal Employment Holdings, Inc. • April 4th, 2006 • Blank checks • New York
GUARANTY, dated as of March 31, 2006 made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors ”), in favor of Amatis Limited, a company organized under the laws of the Cayman Islands its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Notes Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
NOTES SECURITIES PURCHASE AGREEMENTNotes Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York
NOTES SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Asset Purchase and Sale Agreement By and Between Global Employment Holdings, Inc., Temporary Placement Service, Inc., and Eastern Staffing, LLC, d.b.a. Select Staffing March 9, 2009Asset Purchase and Sale Agreement • March 18th, 2009 • Global Employment Holdings, Inc. • Services-help supply services • California
The parties to this Asset Purchase and Sale Agreement (“Agreement”), effective as of March 9, 2009 (“Effective Date”), are Global Employment Holdings, Inc., a Delaware corporation (“Global”), and Temporary Placement Service, Inc., a Georgia corporation, a/k/a Michaels & Associates (“TPS” and together with Global, “Seller”), and Eastern Staffing, LLC, a California limited liability company (“Buyer”), d.b.a. Select Staffing.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2004 between Global Employment Solutions, Inc., a Colorado corporation (the “Company”), and Howard Brill (“Employee”).
CREDIT AGREEMENT among GLOBAL EMPLOYMENTS SOLUTIONS, INC., GLOBAL EMPLOYMENT HOLDINGS, INC., THE OTHER CREDIT PARTIES NAMED THEREIN, and CAPITALSOURCE FINANCE LLC, as Agent Dated as of February 28, 2007Credit Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 28, 2007, is entered into by and among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Borrower”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Parent”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation (“TPS”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“MLPS”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“FAST”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“EPSC”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“SS”), BAY HR, INC., a Florida corporation (“BH”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGH”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SSII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SSIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SSIV”), SOUTHEASTERN STAFFING V, INC., a Flo
GLOBAL EMPLOYMENT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is effective as of this ___day of March, 2006, by and between Global Employment Holdings, Inc., a Delaware corporation (the “Company”), with its principal address at 9090 S. Ridgeline Boulevard, Littleton, CO, 80125, and ___(“Indemnitee”).
March 22, 2006 STRICTLY CONFIDENTIAL Mr. Howard Brill Chief Executive Officer Global Employment Solutions, Inc. 9090 Ridgeline Blvd., Suite 205 Littleton CO 80129 Dear Mr. Brill:Global Employment Holdings, Inc. • May 1st, 2006 • Services-help supply services • New York
This letter (the “Agreement”) constitutes the agreement between Global Employment Solutions, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The closing of the Offering may occur simultaneously with the Company’s or it’s subsidiary’s combination through merger or reverse merger with a publicly traded company to be determined by the parties hereto (a “Merger”). Rodman shall be authorized to utilize sub-placement agents in its discretion. The Offering and any related transactions are hereinafter referred to as the “Transaction”.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • July 26th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
This Agreement, dated as of July ___, 2006, is made by and between [NAME OF DEBTOR], a Florida corporation, having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating division, and having a business location at the address set forth below next to its signature.
GLOBAL EMPLOYMENT HOLDINGS, INC. CONSENT AND FIRST AMENDMENT TO PREFERRED STOCK SECURITIES PURCHASE AGREEMENTPreferred Stock Securities Purchase Agreement • March 17th, 2009 • Global Employment Holdings, Inc. • Services-help supply services • New York
THIS CONSENT AND FIRST AMENDMENT TO PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Consent”), dated as of March 11, 2009, is made by and between Global Employment Holdings, Inc. (the “Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”) and the holders of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) listed on the signature pages hereto, representing more than 66-2/3% of the outstanding shares of Preferred Stock (collectively, the “Stockholders”).
TERM NOTEGlobal Employment Holdings, Inc. • May 5th, 2008 • Services-help supply services
This Term Note is the Term Note referred to in the Credit Agreement, and is subject to the terms of, the Credit Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Term Note may be prepaid only in accordance with the terms of the Credit Agreement. This Term Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
SHARE PURCHASE AGREEMENT AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC. GLOBAL EMPLOYMENT HOLDINGS, INC. AND SHAREHOLDERS OF GLOBAL EMPLOYMENT SOLUTIONS, INC.Share Purchase Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
SHARE PURCHASE AGREEMENT dated as of March 31, 2006 among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), and the shareholders of Global signatory hereto (the “Holders”).
NON-DISCLOSURE, NON-COMPETITION, ARBITRATION & EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2006 • Global Employment Holdings, Inc. • Blank checks • Colorado
In consideration of employment with Global Employment Solutions, located at 215 Union, Lakewood, Colorado 80228, and it’s wholly owned subsidiary, Southeastern Companies, Inc., located at 225 W. Busch Boulevard, Tampa, Florida, 33612 (hereinafter individually and/or collectively referred to as “Employer”), and Robert Larkin (herein after referred to as “Employee”) hereby covenant and agree as follows:
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 4th, 2006 • Global Employment Holdings, Inc. • Services-help supply services
This Amendment, dated as of September 26, 2006, is made by and among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michael & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, Inc., a Florida corporation (“BHR”) and SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFI
CONFIDENTIALITY, NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • June 20th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
CONFIDENTIALITY, NONCOMPETITION AND NONSOLICITATION AGREEMENT dated as of ______ among Global Employment Solutions, its affiliates and subsidiaries (the “Company”), and (“Employee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2009 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 24, 2009 between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), Global Employment Solutions, Inc., a Colorado corporation (“GES,” and together with Holdings, the “Company”), and Howard Brill (“Employee”).
SHARE PURCHASE AGREEMENT AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC. GLOBAL EMPLOYMENT HOLDINGS, INC. AND SHAREHOLDERS OF GLOBAL EMPLOYMENT SOLUTIONS, INC.Share Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
SHARE PURCHASE AGREEMENT dated as of March 31, 2006 among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), and the shareholders of Global signatory hereto (the “Holders”).
WARRANT EXERCISE AND CANCELLATION AGREEMENTWarrant Exercise and Cancellation Agreement • January 3rd, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
WARRANT EXERCISE AND CANCELLATION AGREEMENT (this “Agreement”) dated as of December 26, 2007 between Global Employment Holdings, Inc. (“Global”) and each of the security holders listed in Schedule I hereto (the “Warrant Holders”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTCredit and Security Agreement • March 17th, 2009 • Global Employment Holdings, Inc. • Services-help supply services
THIS FIRST AMENDMENT (this “Amendment”), dated as of March 11, 2009, is entered into by and between GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a Southeastern Staffing, Inc., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., f/k/a Southeastern Personnel Management, Inc., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., f/k/a Bay HR, Inc., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., f/k/a Southeastern Georgia HR, Inc., a Georgia corporation (“SGHR”),
CONFIDENTIALITY, NONCOMPETITION AND NONSOLICITATION AGREEMENTConfidentiality, Noncompetition and Nonsolicitation Agreement • June 20th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Florida
CONFIDENTIALITY, NONCOMPETITION AND NONSOLICITATION AGREEMENT dated as of among Global Employment Solutions, its affiliates and subsidiaries (Southeastern Companies, Inc.) and (“Employee”).
