FIRST AMENDMENT TO FINANCING AGREEMENT AND WAIVERFinancing Agreement and Waiver • March 29th, 2004 • Hall Kinion & Associates Inc • Services-help supply services • California
This FIRST AMENDMENT TO FINANCING AGREEMENT AND WAIVER (this “Amendment”), dated as of March 1, 2004, is entered into by and among HALL KINION & ASSOCIATES, INC., a Delaware corporation (“HKA”), GROUP-IPEX, INC., a California corporation (“Ipex”), ONSTAFF ACQUISITION CORP., a Delaware corporation (“Onstaff” and together with HKA and Ipex, each individually, a “Company” and collectively, jointly and severally, the “Companies”), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CIT”).
AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT By and Among HALL, KINION & ASSOCIATES, INC., and ONSTAFF ACQUISITION CORP., On the One Hand, and ONSTAFF JEFFREY A. EVANS, MATTHEW JOHNSTON GRANTOR RETAINED ANNUITY TRUST DATED APRIL 23, 2001, DIANE...Asset Purchase Agreement • March 29th, 2004 • Hall Kinion & Associates Inc • Services-help supply services • California
This AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT (the “Amendment”), dated as of November 28, 2003, is by and among Hall, Kinion & Associates, Inc., a Delaware corporation (“Parent”) and OnStaff Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”), on the one hand, and Madi, Inc. formerly known as OnStaff, a California corporation (“Seller”), Jeffrey A. Evans, an individual (“Evans”), Matthew Johnston Grantor Retained Annuity Trust dated 4/23/01 (the “Matt Annuity Trust”), Diane Prince Johnston Grantor Retained Annuity Trust dated 4/23/01 (the “Diane Annuity Trust”), Matthew and Diane Johnston 2001 Irrevocable Gift Trust dated 4/23/01 (the “Gift Trust”), Johnston Living Trust dated 3/27/01 (the “Living Trust,” and collectively, with Evans, the Matt Annuity Trust, the Diane Annuity Trust and the Gift Trust, the “Shareholders” and individually, a “Shareholder”), and Matthew Johnston, as a representative of the Seller (the “Seller Representative”) an
AGREEMENTAgreement • March 29th, 2004 • Hall Kinion & Associates Inc • Services-help supply services • California
This Agreement (the “Agreement”) is entered into as of the 21st day of November, 2003, by and among Hall Kinion & Associates, Inc., a Delaware corporation (“Parent”), OnStaff Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition”), Madi, Inc., a California corporation formerly known as OnStaff, a California corporation (“Madi”), Laje, Inc., a California corporation formerly known as Healthcare Staffing Resources, Inc., a California corporation (“Laje”), Lssbe, Inc., a California corporation formerly known as Boardnetwork.com, a California corporation (“Lssbe”, and together with Madi and Laje, the “Companies”), and each of the undersigned shareholders of the Companies (collectively, the “Shareholders” and individually a “Shareholder”) and Matthew Johnston, an individual resident in the State of Arizona (“Johnston” and any successors being the “Securityholder Representative”).
