EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 29th, 2002 • On Assignment Inc • Services-help supply services • Ohio
RECITALSRegistration Rights Agreement • May 3rd, 2002 • On Assignment Inc • Services-help supply services • California
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 5, 2015 among ON ASSIGNMENT, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, CAPITAL ONE, NATIONAL...Credit Agreement • June 5th, 2015 • On Assignment Inc • Services-help supply services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 5, 2015, among ON ASSIGNMENT, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
RIGHTS AGREEMENT dated as of June 4, 2003 between ON ASSIGNMENT, INC. and as Rights AgentRights Agreement • June 5th, 2003 • On Assignment Inc • Services-help supply services • New York
RIGHTS AGREEMENT, dated as of June 4, 2003 (the “Agreement”), between ON ASSIGNMENT, INC., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation, a California banking corporation (the “Rights Agent”).
ARTICLE 1 NAME, INTENTIONS, IRREVOCABILITY, DEPOSIT AND DEFINITIONS......................1 1.1 NAME.................................... .......................................1 1.2 INTENTIONS...........................Master Trust Agreement • May 15th, 1998 • On Assignment Inc • Services-help supply services • California
EXHIBIT 4.5 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement"), dated as of April 19, 2002 (the "Closing Date"), among ON ASSIGNMENT, INC., a Delaware corporation ("Parent"), and Edwin T. Robinson, as representative of all of the...Escrow Agreement • May 3rd, 2002 • On Assignment Inc • Services-help supply services • Delaware
ON ASSIGNMENT, INC. (a Delaware corporation) 5,173,161 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2012 • On Assignment Inc • Services-help supply services • New York
The undersigned, a stockholder, officer and/or director of On Assignment, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the other Underwriters named in Schedule A thereto propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting A
CREDIT AGREEMENT dated as of January 31, 2007 among ON ASSIGNMENT, INC., as Borrower, THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as Arranger, Bookmanager and Syndication Agent, and UBS AG,...Credit Agreement • March 16th, 2007 • On Assignment Inc • Services-help supply services • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of January 31, 2007, among ON ASSIGNMENT, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”) and as syndication agent (together with any successor in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), BANK OF AMERICA, N.A. and SUNTRUST BANK, each as a co-documentation agent (each in such capacity, a”Co-Documentation Agent”) and UBS AG, STAMFORD BRANCH, as issuing bank (together with any successor in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (together with any successor in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2013 • On Assignment Inc • Services-help supply services • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 15, 2012 by and between On Assignment, Inc., a Delaware corporation (the “Company”), and Randolph C. Blazer (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2013 • On Assignment Inc • Services-help supply services • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 15, 2012 by and between On Assignment, Inc., a Delaware corporation (the “Company”), and Jeffrey E. Veatch (“Indemnitee”).
FIFTH AMENDMENTCredit Agreement • May 10th, 2018 • ASGN Inc • Services-help supply services • New York
FIFTH AMENDMENT dated as of April 2, 2018 (this “Agreement”) to the Second Amended and Restated Credit Agreement dated as of June 5, 2015 (as amended by that certain First Amendment dated as of August 5, 2016, that certain Second Amendment dated as February 21, 2017, that certain Third Amendment dated as of August 22, 2017 and that certain Fourth Amendment dated as of September 22, 2017 and as further amended, restated, supplemented or otherwise modified from time to time to date, the “Credit Agreement”), by and among ASGN Incorporated (formerly known as On Assignment, Inc.), a Delaware corporation (the “Borrower”), each of the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Capital One, National Association, Fifth Third Bank, MUFG Union Bank, N.A., and JPMorga
ON ASSIGNMENT, INC. 6,650,000 Shares Common Stock ($0.01 par value per Share) Underwriting AgreementOn Assignment Inc • November 15th, 2006 • Services-help supply services • New York
CREDIT AGREEMENT Dated as of December 3, 2010 among ON ASSIGNMENT, INC., a Delaware corporation, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N.A., as Syndication Agent UNION...Assignment and Assumption • December 8th, 2010 • On Assignment Inc • Services-help supply services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 3, 2010, among ON ASSIGNMENT, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • March 16th, 2009 • On Assignment Inc • Services-help supply services • Delaware
This Executive Change of Control Agreement (this “Agreement”), made as of the 1st day of January, 2007, by and between On Assignment, Inc., a Delaware corporation (the “Company”), and James Brill (the “Executive”), is amended and restated as of December 11, 2008.
SENIOR EXECUTIVE AGREEMENTAgreement • March 16th, 2005 • On Assignment Inc • Services-help supply services • Delaware
THIS AGREEMENT by and between ON ASSIGNMENT, INC., a Delaware corporation (the “Company”) and SHAWN MOHR (“Executive”) is executed on April 14, 2004, but is effective for all purposes as of May 1, 2004 (the “Effective Date”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2013 • On Assignment Inc • Services-help supply services
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”), is made as of May 15, 2012, by and between Apex Systems, Inc. (the “Company”), On Assignment, Inc. (“OA”) and Theodore S. Hanson (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • ASGN Inc • Services-help supply services • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 3, 2019, is entered into by and between ASGN Incorporated (the “Company”) and Theodore S. Hanson (the “Executive”). Effective as of the date hereof, this Agreement supersedes and replaces that certain Employment Agreement by and between the Company and the Executive, dated January 15, 2008, as amended on December 31, 2008, February 12, 2011, May 15, 2012 and further as of May 15, 2012 (collectively, the “Prior Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • On Assignment Inc • Services-help supply services • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 11, 2008 (the “Effective Date”), by and between On Assignment, Inc. (the “Company”) and James Brill (“Executive”).
EXHIBIT 4.3 April 19, 2002 On Assignment, Inc. 26651 West Agoura Road Calabasas, California 91302 Gentlemen: The undersigned is the record and beneficial owner of capital stock of Health Personnel Options Corporation, an Ohio corporation ("HPOC"). On...On Assignment Inc • May 3rd, 2002 • Services-help supply services
SECOND AMENDED AND RESTATED SENIOR EXECUTIVE AGREEMENTSenior Executive Agreement • November 23rd, 2015 • On Assignment Inc • Services-help supply services • Delaware
THIS SECOND AMENDED AND RESTATED SENIOR EXECUTIVE AGREEMENT (the “Agreement”) by and between ON ASSIGNMENT, INC., a Delaware corporation (the “Company”) and PETER T. DAMERIS (“Executive”) is entered into on November 17, 2015. This Agreement amends and restates the Original Agreement (as defined below) and is effective as of the Amended Effective Date (as defined below).
STOCK UNIT AGREEMENTStock Unit Agreement • August 8th, 2005 • On Assignment Inc • Services-help supply services • California
On Assignment, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).
Third Amendment to Dameris Senior Executive Agreement RECITALSDameris Senior Executive Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services
On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement dated November 4, 2009 (as amended on March 30, 2010 and December 31, 2010) (the “Employment Agreement”). The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this Third Amendment to the Senior Executive Agreement (the “Amendment”), dated March 8, 2011. For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive hereby amend the Employment Agreement as follows:
First Amendment to Dameris Senior Executive Agreement RECITALSDameris Senior Executive Agreement • May 10th, 2010 • On Assignment Inc • Services-help supply services
On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement dated November 4, 2010 (the “Employment Agreement”). The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this First Amendment to the Senior Executive Agreement (the “Amendment”), dated March 30, 2010. For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive hereby amend the Employment Agreement as follows:
APEX SYSTEMS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2013 • On Assignment Inc • Services-help supply services • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made as of January 8, 2007, by and between RAND BLAZER (the "Employee") and APEX SYSTEMS, INC., a Virginia corporation (the "Company"), provides:
SEVERANCE AGREEMENTSeverance Agreement • August 14th, 2003 • On Assignment Inc • Services-help supply services • Delaware
THIS SEVERANCE AGREEMENT (this “Agreement”) is made as of June 2, 2003, between On Assignment, Inc., a Delaware corporation (the “Company”), and Dr. Joseph A. Peterson (the “Executive”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 1st, 2019 • ASGN Inc • Services-help supply services • Virginia
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into as of the 31st day of January, 2018, by and between On Assignment, Inc. (the “Purchaser”) and George Wilson, an individual (the “Executive”). This Agreement is deemed effective on the date (the “Effective Date”) of the consummation of the transactions contemplated in that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of even date herewith, by and among Purchaser, ECS Federal Holding Co. and the other parties named therein (as may be amended from time to time).
MEMBERSHIP INTEREST PURCHASE AGREEMENT between ASGN INCORPORATED, as the Seller and H.I.G. ORCA ACQUISITION HOLDINGS, INC., as the Buyer Dated as of June 30, 2021Membership Interest Purchase Agreement • July 1st, 2021 • ASGN Inc • Services-help supply services • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of June 30, 2021 (this “Agreement”), between ASGN Incorporated, a Delaware corporation (the “Seller”), and H.I.G. Orca Acquisition Holdings, Inc., a Delaware corporation (the “Buyer”).
April 19, 2023ASGN Inc • May 4th, 2023 • Services-help supply services
As you know, you are a party to a retention letter dated June 28, 2021 (the “Retention Letter”), by and between you and ASGN Incorporated (the “Company”). As we agree, certain provisions of the Retention Letter are no longer effective and as such this letter agreement (this “Agreement”), effective as of the date hereof (the “Effective Date”), supersedes and replaces the Retention Letter, and sets forth certain benefits the Company has determined to provide you in connection with a qualifying termination of employment, as described in further detail below.
STOCK PURCHASE AGREEMENT dated as of November 25, 2013 by and among CyberCoders Holdings, Inc. (as the Company), the shareholders of CyberCoders Holdings, Inc.Stock Purchase Agreement • December 2nd, 2013 • On Assignment Inc • Services-help supply services • California
This Stock Purchase Agreement, dated as of November 25, 2013, is by and among CyberCoders Holdings, Inc., a California corporation (“Company”), the shareholders of CyberCoders Holdings, Inc. as more specifically set forth in the attached Exhibit A (collectively, the “Sellers” and each a “Seller”), Riordan, Lewis & Haden, Inc., a California corporation, as Sellers’ Representative, and On Assignment, Inc., a Delaware corporation (“Buyer”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2011 • On Assignment Inc • Services-help supply services • Utah
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 1, 2011, and is effective as of January 4, 2012 (the “Effective Date”), by and between Vista Staffing Solutions, Inc. (together with its affiliates, the “Company”), On Assignment, Inc. (“OA”) and Mark S. Brouse (“Brouse”). The Company, OA and Brouse are later in this Agreement sometimes referred to individually as a “Party” or collectively as the “Parties.”
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Combined Financial Statements • March 21st, 2007 • On Assignment Inc • Services-help supply services
On Assignment, Inc., (“On Assignment”), entered into a Stock Purchase Agreement, dated as of December 20, 2006 (the “Agreement”), by and among On Assignment, VSS Holding, Inc., a Nevada corporation (“VSS”) and parent company of Vista Staffing Solutions, Inc. (“Vista”), the stockholders of VSS who own all of the issued and outstanding capital stock of VSS, and the option holders of VSS who own all of the outstanding company stock options of VSS (the “Acquisition”). The Acquisition was completed on January 3, 2007. According to the terms of the Agreement, the purchase price paid by On Assignment was $41.1 million in cash and the stockholders of VSS have the opportunity to achieve an earn-out of up to $8.0 million based on VSS’ 2007 and 2008 performance. As a result of the Acquisition, VSS became a wholly-owned subsidiary of On Assignment.
AMENDMENT NO. 1 TO SECURITY AGREEMENT AND CREDIT AGREEMENTSecurity Agreement and Credit Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services
This Amendment No. 1 (this “Amendment No. 1”) is dated as of January 27, 2011, and amends (i) that certain Security Agreement, dated as of December 3, 2010 (the “Security Agreement”), by and among On Assignment, Inc. (the “Borrower”), the direct and indirect subsidiaries of the Borrower named therein, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Secured Parties (as defined therein), and (ii) that certain Credit Agreement, dated as of December 3, 2010 among the Borrower, the Administrative Agent and the Lenders named (and as defined) therein (the “Credit Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Re: Transition AgreementTransition Agreement • March 1st, 2022 • ASGN Inc • Services-help supply services
This letter memorializes the understanding between you (the “Executive”) and ASGN Incorporated (fka On Assignment, Inc.) (the “Company”) concerning certain terms relating to your upcoming retirement and transition from the Company in the coming months. Reference is made herein to that certain Employment and Non-Competition Agreement, dated as of January 31, 2018, by and between you and the Company (the “Employment Agreement”).
EIGHTH AMENDMENTEighth Amendment • August 9th, 2021 • ASGN Inc • Services-help supply services • New York
EIGHTH AMENDMENT dated as of July 19, 2021 (this “Agreement”) to the Second Amended and Restated Credit Agreement dated as of June 5, 2015 (as amended by that certain First Amendment dated as of August 5, 2016, that certain Second Amendment dated as February 21, 2017, that certain Third Amendment dated as of August 22, 2017, that certain Fourth Amendment dated as of September 22, 2017, that certain Fifth Amendment dated as of April 2, 2018, that certain Sixth Amendment dated as of November 22, 2019, that certain Seventh Amendment dated as of May 21, 2021 and as further amended, restated, supplemented or otherwise modified to date, the “Credit Agreement”), by and among ASGN Incorporated, a Delaware corporation (the “Borrower”), each Lender party from time to time thereto (including, without limitation, each Lender executing an Authorization (as defined below)), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agen
AMENDMENT TO SENIOR EXECUTIVE AGREEMENTSenior Executive Agreement • November 30th, 2007 • On Assignment Inc • Services-help supply services
Effective as of the date of last signature set forth below, On Assignment and Executive agree to the following modifications to the Agreement:
