EX-10.12
from 8-K/A
8 pages
Whereas, Pursuant to That Certain Stock Purchase Agreement (The “Stock Purchase Agreement”) Made by and Among Els Human Resource Solutions, Inc. (“Els Hrs”), the Barbara L. Heineman Year 2002 Revocable Trust Dated August 16, 2002, Barbara L. Heineman Trustee, or Successor (The “Heineman Trust”), and William J. Walton (“Walton”); That Certain Agreement and Plan of Merger (The “Forward Merger Agreement”) Made by and Among Els Hrs, Resolve Staffing, Inc. (“Resolve”), and the Constituent Companies Party Thereto; That Certain Agreement and Plan of Merger Made by and Among Resolve, Mandalay Merger Sub LLC, and Mandalay Services, Inc. (The “Mandalay Merger Agreement”); That Certain Agreement and Plan of Merger Made by and Among Resolve, Diversified Merger Sub LLC, and Diversified Support Systems, LLC (The “Diversified Merger Agreement”); and That Certain Agreement and Plan of Merger Made by and Among Resolve, Els Employer Merger Sub LLC, and Els Employer Services, Inc. (The “Els Employer Merger Agreement”) (The Forward Merger Agreement, Mandalay Merger Agreement, Diversified Merger Agreement, and Els Employer Merger Agreement Being Referred to Collectively Herein as the “Merger Agreements”), Els Hrs (Referred to Herein as the “Obligor”) and Resolve Have Made and Entered Into or Will Make and Enter Into Certain Promissory Notes Payable to Each of Heineman, the Heineman Trust, and Walton (Each an “Obligee” and Collectively, Jointly and Severally, “Obligees”), Respectively (Each, as the Same May Be Amended, Restated, Replaced, Supplemented, Extended or Otherwise Modified From Time to Time, Being Referred to as a “Note,” and Collectively as the “Notes”); And
12/34/56
