STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 13th, 2007 • Stover Foundation • Services-help supply services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2007, is entered into by and among DelStaff, LLC, a Delaware limited liability company (“Buyer”), W. Robert Stover (“WRS”) and each of the stockholders of Westaff, Inc., a Delaware corporation (the “Company”), listed on Exhibit A attached hereto (collectively, the “Stockholders”).
DelStaff, LLC c/o H.I.G. Capital, LLC 855 Boylston Street — 11th Floor Boston, Massachusetts 02116Stover Foundation • March 13th, 2007 • Services-help supply services • Delaware
Reference is made to the Stock Purchase Agreement, dated as of February 28, 2007, by and among DelStaff, LLC (“DelStaff”), you, and the stockholders of Westaff, Inc. (the “Company”) set forth on Exhibit A thereto (the “Purchase Agreement”). Capitalized terms appearing herein but not defined herein have the meanings ascribed to such terms in the Purchase Agreement.
GOVERNANCE AGREEMENTGovernance Agreement • May 3rd, 2007 • Stover Foundation • Services-help supply services • Delaware
This Governance Agreement (this “Agreement”), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation (the “Company”), DelStaff, LLC, a Delaware limited liability company (“DelStaff”), and Michael T. Willis, a natural person and a member of DelStaff (for the purposes of Articles II and IV only) and W. Robert Stover, a natural person (for the purposes of Section 5.3 only).
AMENDMENT AGREEMENTAmendment Agreement • April 3rd, 2007 • Stover Foundation • Services-help supply services • Delaware
This AMENDMENT No. 1 (this “Amendment”), dated as of March 30, 2007, to the Stock Purchase Agreement (the “Agreement”), dated as of February 28, 2007, by and among DelStaff, LLC, a Delaware limited liability company (“Buyer”), W. Robert Stover (“WRS”) and each of the stockholders of Westaff, Inc., a Delaware corporation (the “Company”), listed on Exhibit A attached to the Agreement (collectively, the “Stockholders”), is entered into by and among Buyer, WRS and each of the Stockholders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
MUTUAL GENERAL RELEASE AGREEMENTMutual General Release Agreement • July 3rd, 2007 • Stover Foundation • Services-help supply services • California
This Mutual General Release Agreement (this “Agreement”), dated June 29, 2007, is made and entered into by and between WESTAFF (USA), INC., a California corporation (the “Sub”), Westaff, Inc., a Delaware corporation (the “Company”), and W. ROBERT STOVER, an individual resident in the State of California (“Stover”). The Company, the Sub and Stover are collectively referred to as the “Parties” in this Agreement.
JOINT FILING AGREEMENT March 12, 2007Joint Filing Agreement • March 13th, 2007 • Stover Foundation • Services-help supply services
As may be required under Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including any and all further amendments thereto (the “Schedule 13D”) with respect to the common stock, par value $0.01 per share, of Westaff, Inc., and further agrees that this agreement shall be included as an exhibit to such joint filing.
