STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 13th, 2007 • DelStaff, LLC • 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 02116DelStaff, LLC • 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 1st, 2007 • DelStaff, LLC • 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).
DELSTAFF, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 29, 2007Limited Liability Company Agreement • July 6th, 2007 • DelStaff, LLC • Services-help supply services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DelStaff, LLC (this “Agreement”), dated as of June 29, 2007, originally adopted February 28, 2007, is being amended and adopted by, and executed and agreed to, for good and valuable consideration, by the Members and DelStaff, LLC.
JOINT FILING AGREEMENTJoint Filing Agreement • March 13th, 2007 • DelStaff, LLC • Services-help supply services
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 6th, 2007 • DelStaff, LLC • Services-help supply services • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of June 29, 2007, between DelStaff, LLC, a Delaware limited liability company (the “Company”) and D.E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (together with its successors and assigns, the “Purchaser”).
SENIOR PREFERRED UNITS SECURITIES PURCHASE AGREEMENT by and between DELSTAFF, LLC and D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. Dated as of June 29, 2007 9,500,000 Senior Preferred Units and additional Senior Preferred Units in connection with the...Securities Purchase Agreement • July 6th, 2007 • DelStaff, LLC • Services-help supply services • Delaware
THIS SENIOR PREFERRED UNITS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2007, by and between DELSTAFF, LLC, a Delaware limited liability company (the “Company”), and D. E. SHAW LAMINAR PORTFOLIOS, L.L.C., a Delaware limited liability company (“LamPort” and collectively with its successors and assigns, the “Purchaser”).
CREDIT AGREEMENT dated as of June 29, 2007 by and among DELSTAFF, LLC, as the Borrower, LAMINAR DIRECT CAPITAL L.P., as a Lender and as the Agent, and THE OTHER LENDERS PARTY HERETO $17,500,000 Senior Secured Term Notes due June 29, 2012Credit Agreement • July 6th, 2007 • DelStaff, LLC • Services-help supply services • New York
THIS CREDIT AGREEMENT is made and entered into as of June 29, 2007 among DELSTAFF, LLC, a Delaware limited liability company (the “Borrower”), LAMINAR DIRECT CAPITAL L.P., a Delaware limited partnership, as a Lender and in its capacity as administrative agent and as collateral agent in the manner and to the extent described in Article XI hereof (in either such capacity, the “Agent”), the financial institutions and institutional investors identified as Lenders on the signature pages hereto, and the other lenders from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”).
AMENDMENT AGREEMENTAmendment Agreement • April 2nd, 2007 • DelStaff, LLC • 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.
