GLOBAL EMPLOYMENT HOLDINGS, INC. CONSENT AND FIRST AMENDMENT TO PREFERRED STOCK SECURITIES PURCHASE AGREEMENTPreferred Stock Securities Purchase Agreement • March 17th, 2009 • Global Employment Holdings, Inc. • Services-help supply services • New York
THIS CONSENT AND FIRST AMENDMENT TO PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Consent”), dated as of March 11, 2009, is made by and between Global Employment Holdings, Inc. (the “Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”) and the holders of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) listed on the signature pages hereto, representing more than 66-2/3% of the outstanding shares of Preferred Stock (collectively, the “Stockholders”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTCredit and Security Agreement • March 17th, 2009 • Global Employment Holdings, Inc. • Services-help supply services
THIS FIRST AMENDMENT (this “Amendment”), dated as of March 11, 2009, is entered into by and between GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a Southeastern Staffing, Inc., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., f/k/a Southeastern Personnel Management, Inc., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., f/k/a Bay HR, Inc., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., f/k/a Southeastern Georgia HR, Inc., a Georgia corporation (“SGHR”),
GLOBAL EMPLOYMENT HOLDINGS, INC. CONSENT AND SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESGlobal Employment Holdings, Inc. • March 17th, 2009 • Services-help supply services • New York
THIS CONSENT AND SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES (this “Consent”), dated as of March 11, 2009, is entered into by (a) Global Employment Holdings, Inc., a Delaware corporation (the “Company”), (b) Victory Park Management, LLC, a Delaware limited liability company, in its capacity as Collateral Agent (the “Collateral Agent”) for the holders (the “Noteholders”) of the Senior Secured Convertible Notes, as amended (the “Notes”), issued by the Company pursuant to the Notes Securities Purchase Agreement, dated as of March 31, 2006, as amended (the “Purchase Agreement”), and (c) the Noteholders listed on the signature pages hereto, representing more than 66-2/3% of the aggregate outstanding principal amount of the Notes.
