Insert number of shares] SOI HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • New York
SOI Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell • shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”) propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to • additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2007 • SOI Holdings, Inc. • North Carolina
This employment agreement (the “Agreement”) is made and entered into by and between Strategic Outsourcing, Inc. (“SOI”), a Delaware corporation with its principal offices at 5260 Parkway Plaza, Charlotte, NC and Anthony Danon (“Executive”) effective as of August 10, 2005 (the “Effective Date”) and is made in connection with the consummation of the transaction contemplated by the Stock Purchase Agreement by and among Regions Financial Corporation, Union Planters Bank, N.A., SOI and SOI Investors LLC, dated as of June 29, 2005.
MANAGEMENT STOCK PURCHASE AGREEMENTManagement Stock Purchase Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
This MANAGEMENT STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as of this 3rd day of August, 2005, by and among SOI Holdings, Inc., a Delaware corporation (the “Company”), and Anthony Danon (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as of this 3rd day of August, 2005, by and among Regions Bank, an Alabama state bank, (the “Regions”), SOI Holdings, Inc., a Delaware corporation (the “Company”), SOI Investors LLC, a Delaware limited liability company (“SOI Investors”), and Carl Guidice (the “Executive”).
LARGE RISK ALTERNATIVE RATING AND INSURANCE PROGRAM AGREEMENT between (“Customer” or “Insured”) and HARTFORD FIRE INSURANCE COMPANY And its affiliates (as defined in each Policy and / or providing services as defined herein) Hartford, CT (“Hartford”...Rating and Insurance Program Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • Connecticut
OFFICE LEASEOffice Lease • October 30th, 2007 • SOI Holdings, Inc. • North Carolina
THIS LEASE (the “Lease”), is made this the 26th day of May, 2000, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina Limited Partnership, [customize for each state’s ownership entity] hereinafter “Landlord” and STRATEGIC OUTSOURCING, INC., a Delaware corporation, hereinafter (whether one or more) “Tenant”:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
MANAGEMENT SERVICES AGREEMENT, dated as of July 29, 2005 (this “Agreement”), by and among Clarion Operating, LLC, a Delaware limited liability company (“Clarion”), and SOI Holdings, Inc., a Delaware corporation (the “Company”).
MINIMUM PREMIUM ACCOUNTING AGREEMENT BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. HEALTH OPTIONS, INC. and STRATEGIC OUTSOURCING, INC. Effective Date: March 1, 2005Accounting Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • Florida
This is an Agreement (hereinafter “Agreement”) between the Blue Cross and Blue Shield of Florida Inc. (hereinafter referred to as “BCBSF”) and its subsidiary HEALTH OPTIONS, INC., (hereinafter referred to as “HOI”) located at 4800 Deerwood Campus Parkway, Jacksonville Florida 32246, (hereinafter jointly referred to as “the Plan”), and Strategic Outsourcing, Inc. (hereinafter referred to as “Employer/Plan Sponsor”) and the Strategic Outsourcing. Group Health Plan (hereinafter jointly referred to as “the Group”) located at 5260 Parkway Plaza Boulevard, Suite 140, Charlotte, NC 28217.
WAIVER AND TERMINATION AGREEMENTWaiver and Termination Agreement • December 14th, 2007 • SOI Holdings, Inc. • Services-help supply services • New York
THIS WAIVER AND TERMINATION AGREEMENT (“Agreement”) is dated as of the 27th day of August, 2007, by and between Clarion Operating, LLC (“Clarion”) and SOI Holdings, Inc. (“SOI” and together with Clarion, the “Parties”).
STOCK PURCHASE AGREEMENT by and among REGIONS FINANCIAL CORPORATION, UNION PLANTERS BANK, NATIONAL ASSOCIATION, STRATEGIC OUTSOURCING, INC. and SOI INVESTORS LLC for the purchase of STRATEGIC OUTSOURCING, INC. dated as of June 29, 2005Stock Purchase Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2005, by and among Regions Financial Corporation, a Delaware corporation (“Regions”), Union Planters Bank, National Association, a bank chartered under the laws of the United States (“UPB” and together with Regions, collectively, “Seller”), Strategic Outsourcing, Inc., a Delaware corporation (the “Company”), and SOI Investors LLC, a Delaware limited liability company (“Buyer”). Seller, the Company and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
HEALTH BENEFITS AGREEMENT FIRST HEALTH LIFE & HEALTH INSURANCE COMPANY, UNION PLANTERS CORPORATION AND STRATEGIC OUTSOURCING, INC. Effective Date: March 1, 2004Health Benefits Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • Illinois
This is an Agreement (hereinafter “Agreement”) between First Health Life & Health Insurance Company, located at 3200 Highland Avenue, Downers Grove, Illinois 60515 (hereinafter referred to as “FHLHIC”), Union Planters Corporation, located at 6200 Poplar Avenue, Memphis, Tennessee 38119 (“UPC”) and Strategic Outsourcing, Inc. located at 5260 Parkway Plaza Boulevard, Fourteen Parkway Plaza, Suite 140, Charlotte, North Carolina 28217 (“SOI”). FHLHIC, UPC and SOI may be individually referred to herein as a “party” or collectively referred to herein as the “parties.”
STOCKHOLDERS AGREEMENT among SOI HOLDINGS, INC., SOI INVESTORS LLC TRUMPET INVESTORS L.P., TRUMPET SBIC INVESTORS L.P. REGIONS BANK and THE OTHER STOCKHOLDERS SIGNATORY HERETO Dated: August 3, 2005Stockholders Agreement • October 30th, 2007 • SOI Holdings, Inc. • Delaware
STOCKHOLDERS AGREEMENT, dated as of August 3, 2005 (this “Agreement”), by and among SOI Holdings, Inc., a Delaware corporation (the “Company”), Trumpet Investors, L.P., a Delaware limited partnership, Trumpet SBIC Partners, L.P., a Delaware limited partnership, SOI Investors LLC, a Delaware limited liability company (“Clarion”), Regions Bank, an Alabama state-chartered bank (“Regions”) and the other stockholders signatory hereto.
PREFERRED STOCK REDEMPTION AGREEMENTPreferred Stock Redemption Agreement • October 30th, 2007 • SOI Holdings, Inc. • Delaware
This PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”) dated effective as of the 18th day of May, 2007, by and between Regions Bank, an Alabama state-chartered bank, on behalf of itself and as successor to Union Planters Bank, National Association, a bank chartered under the laws of the United States (the “Stockholder”), Trumpet Investors, L.P., a Delaware limited partnership (“Trumpet”), Trumpet SBIC Investors, L.P. (“Trumpet SBIC” and, with Trumpet, the “Clarion Investors”), and SOI Holdings, Inc., a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT Dated as of July 2, 2007 by and among STRATEGIC OUTSOURCING, INC., as Borrower, and the other Credit Parties hereto from time to time, as guarantors and the LENDERS party hereto from time to...Senior Secured Credit Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
This Third Amended and Restated Senior Secured Credit Agreement, dated as of July 2, 2007 (the “Agreement”), by and among STRATEGIC OUTSOURCING, INC., a corporation formed under the laws of the State of Delaware, as borrower (the “Borrower”); the Guarantors party hereto; each of the lenders that from time to time is a party hereto (such lenders, each individually a “Lender” and collectively, the “Lenders”); THE BANK OF NEW YORK, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, the “Administrative Agent”); THE BANK OF NEW YORK as collateral agent for the Secured Creditors (in such capacity, together with its successors and assigns, if any, in such capacity, the “Collateral Agent”); THE BANK OF NEW YORK, as issuing bank (in such capacity, together with its successors and assigns, if any, in such capacity, the “Issuing Bank”); BNY CAPITAL MARKETS, INC., as sole lead arranger and as sole bookrunner; SUNTRUST BANK
SOI HOLDINGS, INC. 2005 OMNIBUS PLAN AMENDED AND RESTATED NONQUALIFIED COMMON STOCK OPTION AGREEMENTNonqualified Common Stock Option • October 30th, 2007 • SOI Holdings, Inc. • New York
THIS AMENDED AND RESTATED COMMON STOCK OPTION AGREEMENT (the “Agreement”), dated as of , 2007, is made by and between SOI Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”).
North Carolina ) 7/28/04 ) FIRST AMENDMENT TO LEASE Mecklenburg County )SOI Holdings, Inc. • October 30th, 2007
THIS FIRST AMENDMENT TO LEASE, made and entered into this 5 day of August , 2004, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina Limited Partnership, hereinafter referred to as “Landlord” and STRATEGIC OUTSOURCING, INC., a Delaware Corporation, hereinafter referred to as “Tenant”. Tenant currently leases from Landlord office space in the amount of approximately 16,878 rentable square feet known as Suite 140 (the “Premises”), in what is sometimes called the Fourteen Parkway Plaza Building (the “Building”) located at 5260 Parkway Plaza Boulevard, Charlotte, North Carolina.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (“Amendment”), dated August 23, 2007, is by and between SOI Investors LLC, a Delaware limited liability company (“SOI Investors”) and Carl Guidice (“Executive” and together with SOI Investors the “Parties”.)
EXPANSION SPACE COMMENCEMENT AGREEMENTCommencement Agreement • October 30th, 2007 • SOI Holdings, Inc.
This COMMENCEMENT AGREEMENT (the “Commencement Agreement”), made and entered into as of this 17 day of February, 2005, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Landlord”) and STRATEGIC OUTSOURCING, INC., a Delaware corporation (“Tenant”);
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of August 3, 2005 (this “Amendment”), by and among Regions Financial Corporation, a Delaware corporation (“RFC”), Regions Bank, a bank chartered under the laws of the State of Alabama and successor to Union Planters Bank, National Association (“Regions” and together with RFC, collectively, “Seller”), Strategic Outsourcing, Inc., a Delaware corporation (the “Company”), and SOI Investors LLC, a Delaware limited liability company (“Buyer”).
SOI HOLDINGS, INC. 2005 STOCK OPTION PLAN NONQUALIFIED COMMON STOCK OPTION AGREEMENTStock Option Plan Nonqualified Common Stock Option Agreement • October 30th, 2007 • SOI Holdings, Inc. • New York
THIS COMMON STOCK OPTION AGREEMENT (the “Agreement”), dated as of ___, 2005 (the “Date of Grant”), is made by and between SOI Holdings, Inc., a Delaware corporation (the “Company”), and ___(the “Participant”).
STOCK REDEMPTION AND WAIVER AGREEMENTStock Redemption and Waiver Agreement • October 30th, 2007 • SOI Holdings, Inc. • Delaware
This STOCK REDEMPTION AND WAIVER AGREEMENT (this “Agreement”) dated effective as of the 2nd day of July 2007, by and among Regions Financial Corporation, a Delaware corporation (“RFC”), Regions Bank, an Alabama state-chartered bank, on behalf of itself and as successor to Union Planters Bank, National Association, a bank chartered under the laws of the United States (the “Stockholder” and, together with RFC, the “Seller”), Trumpet Investors, L.P., a Delaware limited partnership (“Trumpet”), Trumpet SBIC Partners, L.P., a Delaware limited partnership (“Trumpet SBIC” and, with Trumpet, the “Clarion Investors”), Strategic Outsourcing, Inc., a Delaware corporation (“SOI, Inc.”), and SOI Holdings, Inc., a Delaware corporation (the “Company”).
