GLOBAL EMPLOYMENT HOLDINGS,
INC.
CONSENT
AND
FIRST AMENDMENT TO PREFERRED STOCK SECURITIES PURCHASE
AGREEMENT
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
”).
A. The Company, GES and the Stockholders
are parties to the Preferred Stock Securities Purchase Agreement,
dated as of March 31, 2006 (the “ Preferred SPA
”), pursuant to which the Company issued and the Stockholders
purchased the Preferred Stock.
B. The Company’s subsidiary GES
desires to sell certain Assets (as defined in the proposed Asset
Purchase and Sale Agreement to be entered into by and among the
Company, Temporary Placement Service, Inc., a Georgia corporation
(“ TPS ”), and Eastern Staffing, LLC, a
California limited liability company, d.b.a. Select Staffing, a
copy of which is set forth in Attachment A hereto) of its
subsidiary TPS (the “ TPS Asset Sale ”), and use
the proceeds therefrom to partially pay down the outstanding
balances on the Company’s working capital revolving credit
line and term note with Wells Fargo Bank, N.A., and for working
capital purposes.
C. In connection with the TPS Asset Sale,
the Company has agreed to amend the definition of the term
“Senior Indebtedness” in the Preferred SPA.
D. The Preferred SPA defines “Senior
Indebtedness” by reference to the definition found in the
Notes and, therefore, an amendment of such term in the Notes
constitutes an amendment to such term in the Preferred SPA (the
“ Amendment ”).
E. Pursuant to the terms of the Preferred
SPA and the Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock of Global Employment
Holdings, Inc., the consent of the holders of 66-2/3% of the
outstanding shares of Preferred Stock is required to approve the
TPS Asset Sale and the Amendment.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree and consent as follows:
1. Defined Terms . Capitalized
terms used but not defined herein shall have the meanings set forth
in the Notes.
2. Consent of the Stockholders .
The Stockholders hereby consent to the TPS Asset Sale.
