AMENDED AND RESTATED COMMISSION AGREEMENTCommission Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
THIS AMENDED AND RESTATED COMMISSION AGREEMENT (this “Agreement”) is made effective this 14th day of December, 2010 by and among THE TUTTLE AGENCY, INC., a New York corporation (“Tuttle”), SEGUE SEARCH OF NEW JERSEY INC., a New York corporation (“Segue”), TUTTLE AGENCY OF NEW JERSEY, INC., a New Jersey corporation (“Tuttle New Jersey”), TUTTLE SPECIALTY SERVICES INC., a New York corporation (“Tuttle Specialty” and together with Tuttle, Segue and Tuttle New Jersey, each a “Company” and collectively, the “Companies”), ROSENTHAL & ROSENTHAL, INC., a New York corporation (“Rosenthal”), INTEGRATED CONSULTING GROUP, INC., a Delaware corporation (“Integrated”) and TRI-STATE EMPLOYMENT SERVICES, INC., a Nevada corporation (“Tri-State”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
This Non-Competition Agreement (this “Agreement”) is made as of December 14th, 2010 by and among, Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”) and Eric Goldstein, a resident of the State of New York (“Mr. Goldstein”). This Agreement shall be effective as of the date hereof (the “Effective Date”).
AMENDMENT NO. 1 TO THE FORECLOSURE AND ASSET PURCHASE AGREEMENTForeclosure and Asset Purchase Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
Amendment No. 1, dated as of December 7, 2010, (this “Amendment”), to the Foreclosure and Asset Purchase Agreement, dated as of November 12, 2010 ( the “Original Purchase Agreement”, and as amended by this Amendment or otherwise, this “Agreement”) by and among Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”), North Mill Capital, LLC., a Delaware limited liability company (“Lender”), Integrated Consulting Group of NY LLC, a New York limited liability company (“Borrower”), The Tuttle Agency Inc., a New York corporation (“TAI”), The Tuttle Agency of New Jersey, Inc., a New Jersey corporation (“TANJ”), Tuttle Specialty Services Inc., a New York corporation (“TSS”), Segue Search of New Jersey Inc., a New York corporation (“Segue” and collectively with TAI, TANJ and TSS, the “Members”) and Eric Goldstein, a resident of the State of New York (“Mr. Goldstein” and collectively with the Members and Borrower, the “Borrower Parties”). Capitalized terms used herein and not otherw
FORECLOSURE AND ASSET PURCHASE AGREEMENT by and among North Mill Capital, LLC, Integrated Consulting Group of NY LLC, The Tuttle Agency Inc., The Tuttle Agency of New Jersey, Inc. Tuttle Specialty Services Inc., Segue Search of New Jersey Inc., Eric...Foreclosure and Asset Purchase Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
FORECLOSURE AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 12, 2010 (the “Execution Date”), by and among Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”), North Mill Capital, LLC., a Delaware limited liability company (“Lender”), Integrated Consulting Group of NY LLC, a New York limited liability company (“Borrower”), The Tuttle Agency Inc., a New York corporation (“TAI”), The Tuttle Agency of New Jersey, Inc., a New Jersey corporation (“TANJ”), Tuttle Specialty Services Inc., a New York corporation (“TSS”), Segue Search of New Jersey Inc., a New York corporation (“Segue” and collectively with TAI, TANJ and TSS, the “Members”) and Eric Goldstein, a resident of the State of New York (“Mr. Goldstein” and collectively with the Members and Borrower, the “Borrower Parties”). Borrower Parties and Buyer are referred to collectively herein as the “Parties,” and each a “Party.”
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is made and entered into this 14th day of December, 2010, by and between Corporate Resource Development Inc., a Delaware corporation (“CRD”) and Eric Goldstein (“Goldstein”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CORPORATE RESOURCE SERVICES, INC., DIAMOND STAFFING SERVICES, INC., TS STAFFING CORP. TRI-DIAMOND STAFFING INC. AND DIAMOND STAFFING, INC. Dated as of January 10, 2011Agreement and Plan of Merger • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 10, 2011, is made among TS STAFFING CORP., a Florida corporation (“Parent”), TRI-DIAMOND STAFFING INC., a Florida corporation and a wholly owned subsidiary of Parent (the “Company”), DIAMOND STAFFING, INC., a Massachusetts corporation and wholly owned subsidiary of the Company (“Diamond Staffing”), CORPORATE RESOURCE SERVICES, INC., a Delaware corporation (“Purchaser”), and DIAMOND STAFFING SERVICES, INC., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Subsidiary”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services
This LOAN AND SECURITY AGREEMENT is entered into as of December 14, 2010, between North Mill Capital LLC, a Delaware limited liability company (“Lender”), with its chief executive office located at 821 Alexander Road, Suite 130, Princeton, New Jersey 08540 and Integrated Consulting Group, Inc., a Delaware corporation (“Borrower”), with its chief executive office located at 160 Broadway, New York, New York 10038.
ICG PARTICIPATION AGREEMENTFinancing and Security Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
ICG PARTICIPATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Participation Agreement”) made as of November 9, 2010, between NORTH MILL CAPITAL LLC, a Delaware Limited Liability Company, having an office at c/o Monitor Clipper Partners, Two Canal Park, Fourth Floor, Cambridge, Massachusetts 02141 (“North Mill”), and INTEGRATED CONSULTING GROUP, INC. having an office c/o Tri State Employment Services, Inc., 160 Broadway, 15th Floor, New York, NY 10038 (“ICG” or the “Participant”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
Amendment No. 1, dated as of January 28, 2011 (this “Amendment”), to the Agreement and Plan of Merger, dated as of January 10, 2011 ( the “Original Merger Agreement”, and as amended by this Amendment or otherwise, this “Agreement”) by and among TS STAFFING CORP., a Florida corporation (“Parent”), TRI-DIAMOND STAFFING INC., a Florida corporation and a wholly owned subsidiary of Parent (the “Company”), DIAMOND STAFFING, INC., a Massachusetts corporation and wholly owned subsidiary of the Company (“Diamond Staffing”), CORPORATE RESOURCE SERVICES, INC., a Delaware corporation (“Purchaser”), and DIAMOND STAFFING SERVICES, INC., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Subsidiary”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them by the Original Merger Agreement.
AMENDMENT NO. 2 TO THE FORECLOSURE AND ASSET PURCHASE AGREEMENTForeclosure and Asset Purchase Agreement • February 16th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York
Amendment No. 2, dated as of December 13, 2010, (this “Amendment”), to the Foreclosure and Asset Purchase Agreement, dated as of November 12, 2010, as previously amended by that certain Amendment No. 1, dated as of December 7, 2010 (as previously amended, the “Amended Purchase Agreement”, and as amended by this Amendment or otherwise, this “Agreement”) by and among Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”), North Mill Capital, LLC., a Delaware limited liability company (“Lender”), Integrated Consulting Group of NY LLC, a New York limited liability company (“Borrower”), The Tuttle Agency Inc., a New York corporation (“TAI”), The Tuttle Agency of New Jersey, Inc., a New Jersey corporation (“TANJ”), Tuttle Specialty Services Inc., a New York corporation (“TSS”), Segue Search of New Jersey Inc., a New York corporation (“Segue” and collectively with TAI, TANJ and TSS, the “Members”) and Eric Goldstein, a resident of the State of New York (“Mr. Goldstein” and collec
