exv10w12



 







Exhibit 10.12




GLOBAL EMPLOYMENT HOLDINGS, INC.




JOINDER AGREEMENT




     This Joinder Agreement to the Common Stock Securities Purchase Agreement (“Joinder
Agreement”), dated as of March 31, 2006 (the “Securities Purchase Agreement”), by and among Global
Employment Solutions, Inc. (the “Company”) and the investors identified on the Schedule of Buyers
attached thereto (the “Buyers”), is entered into as of March 31, 2006 by Global Employment
Holdings, Inc. (“Holdings”), a Delaware corporation. Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Securities Purchase Agreement.



     Holdings hereby represents, warrants, and certifies to, and agrees with, the Buyers as
follows:




	 	1.	 	Each of the representations and warranties set forth in
Section 3 of the Securities Purchase Agreement are as of the date hereof
hereby true and correct as if each reference to the Company contained in
such representations and warranties was a reference to Holdings.
	 
	 	2.	 	Holdings hereby assumes all covenants and obligations
of the Company set forth in the Securities Purchase Agreement (including,
without limitation, all indemnification obligations) as if each obligation
of the Company and each reference thereto contained elsewhere in the
Securities Purchase Agreement was an obligation of and a reference to
Holdings.
	 
	 	3.	 	In addition, Holdings represents and warrants to each
of the Buyers that:





     A. Authorization; Enforcement; Validity. Holdings has the requisite power and
authority to enter into and perform its obligations under this Joinder Agreement and the
Transaction Documents to which it is a party and to issue the Securities in accordance with the
terms thereof. The execution and delivery of the Transaction Documents by Holdings and the
consummation by Holdings of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Shares and the Warrants and the reservation for issuance and
issuance of Warrant Shares issuable upon exercise of the Warrants and (other than the Current
Report on Form 8-K required to be filed after Closing by Holdings pursuant to Section 4(h) of the
Securities Purchase Agreement, the Form D filing required to be made following the Closing by
Holdings with the SEC and the registration statement and related state filings required by the
Registration Rights Agreement) no further filing, consent, or authorization is required by
Holdings, its Board of Directors or its stockholders. This Joinder Agreement and the Transaction
Documents to which Holdings is a party have been duly executed and delivered by Holdings, and
constitute the legal, valid and binding obligations of Holdings, enforceable against Holdings in
accordance with their respective terms, except as such enforceability may be limited



 









 







by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally,
the enforcement of applicable creditors’ rights and remedies.



     B. Issuance of Securities. The issuance of the Shares and the Warrants are duly
authorized and are free from all taxes, liens and charges with respect to the issue thereof. As of
the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for
issuance which equals 130% of the maximum number of shares Common Stock issuable upon exercise of
the Warrants. Upon exercise in accordance with the Warrants, the Warrant Shares will be validly
issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens
and charges with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock. The offer and issuance by Holdings of the Securities is
exempt from registration under the 1933 Act.



     C. No Conflicts. The execution, delivery and performance of this Joinder Agreement
and the Transaction Documents to which it is a party by Holdings and the consummation by Holdings
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of
the Shares and the Warrants and reservation for issuance and issuance of the Warrant Shares) will
not (i) result in a violation of any certificate of incorporation, certificate of formation, any
certificate of designations or other constituent documents of Holdings or any of its Subsidiaries,
any capital stock of Holdings or any of its Subsidiaries or bylaws of Holdings or any of its
Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
Holdings or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws and regulations
and the rules and regulations of the market or automated quotation system upon which the common
equity of Holdings is listed or quoted) that are applicable to Holdings or any of its Subsidiaries
or by which any property or asset of Holdings or any of its Subsidiaries is bound or affected.



     D. Consents. Holdings is not required to obtain any consent, authorization or order
of, or make any filing (other than the filing with the SEC of one or more Registration Statements
in accordance with the requirements of the Registration Rights Agreement) or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order
for it to execute, deliver or perform any of its obligations under or contemplated by the
Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents,
authorizations, orders, filings and registrations that Holdings is required to obtain pursuant to
the preceding sentence have been obtained or effected on or prior to the Closing Date, and Holdings
and its Subsidiaries are unaware of any facts or circumstances which might prevent Holdings from
obtaining or effecting any of the registration, application or filings pursuant to the preceding
sentence.



     E. Dilutive Effect. Holdings understands and acknowledges that the number of Warrant
Shares issuable upon exercise of the Warrants will increase in certain circumstances. Holdings
further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants
in accordance with the Securities Purchase Agreement and the Warrants is absolute



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and unconditional regardless of the dilutive effect, which may be substantial, that such
issuance may have on the ownership interests of other stockholders of Holdings.



     F. Application of Takeover Protections; Rights Agreement. Holdings and its board of
directors have taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under Holdings’s Certificate of Incorporation,
as amended and restated and in effect on the date hereof (the “Certificate of Incorporation”) or
the laws of the jurisdiction of its formation or otherwise which is or could become applicable to
any Buyer as a result of the transactions contemplated by the Securities Purchase Agreement,
including, without limitation, Holdings’s issuance of the Securities and any Buyer’s ownership of
the Securities. Holdings has not adopted a stockholder rights plan or similar arrangement relating
to accumulations of beneficial ownership of Common Stock or a change in control of Holdings.



     G. SEC Documents; Financial Statements. Since January 19, 2006, Holdings has filed
all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the
date hereof and all exhibits included therein and financial statements, notes and schedules thereto
and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). Holdings has delivered to the Buyers or their respective representatives true,
correct and complete copies of the SEC Documents not available on the EDGAR system. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the
1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements
of Holdings included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied (“GAAP”), during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of Holdings
as of the dates thereof and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of Holdings to the Buyers that is not included in the SEC
Documents, including, without limitation, information referred to in Section 2(d) of the Securities
Purchase Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.



     H. Conduct of Business; Regulatory Permits. Neither Holdings nor its Subsidiaries is
in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their
organizational charter or certificate of incorporation or bylaws, respectively. Neither Holdings
nor any of its Subsidiaries is in violation of any judgment, decree or order or



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any statute, ordinance, rule or regulation applicable to Holdings or its Subsidiaries, and
neither Holdings nor any of its Subsidiaries will conduct its business in violation of any of the
foregoing, except for possible violations which would not, individually or in the aggregate, have a
Material Adverse Effect. Holdings and its Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess such certificates, authorizations or permits would
not have, individually or in the aggregate, a Material Adverse Effect, and neither Holdings nor any
such Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit.



     I. Sarbanes-Oxley Act. Holdings is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any
and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of
the date hereof, except where such noncompliance would not have, individually or in the aggregate,
a Material Adverse Effect.



     J. Equity Capitalization. As of the date hereof and prior to issuance of the
Securities and the closing of the transactions contemplated by the Other Financing: (i) the
authorized capital stock of Holdings consists of (a) 75,000,000 shares of Common Stock, $.0001 par
value per share, of which 180,927.835 are issued and outstanding, and (b) 10,000,000 shares of
preferred stock, $.0001 par value per share, none of which is issued and outstanding or reserved
for issuance; (ii) there are no shares reserved for issuance pursuant to any stock option and
purchase plans and no shares are reserved for issuance pursuant to securities (other than the
Notes, preferred shares and warrants issued as part of the Other Financing) exercisable or
exchangeable for, or convertible into, shares of Common Stock; (iii) all of the outstanding shares
have been, or upon issuance will be, validly issued and are fully paid and nonassessable; (iv) none
of Holdings’s share capital is subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered or permitted by Holdings; (v) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital
of Holdings or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which Holdings or any of its Subsidiaries is or may become bound to issue additional share
capital of Holdings or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, or exercisable or exchangeable for, any share capital of Holdings or any of its Subsidiaries;
(vi) there are no outstanding debt securities, notes, credit agreements, credit facilities or other
agreements, documents or instruments evidencing Indebtedness of Holdings or any of its Subsidiaries
or by which Holdings or any of its Subsidiaries is or may become bound (other than the Senior
Indebtedness and Permitted Indebtedness); (vii) there are no financing statements securing
obligations in any material amounts, either singly or in the aggregate, filed in connection with
Holdings other than in connection with the Senior Indebtedness; (viii) there are no agreements or
arrangements under which Holdings or any of its Subsidiaries is obligated to register the sale of
any of their securities under the 1933 Act; (ix) there are no outstanding securities or instruments
of Holdings or any of its Subsidiaries that contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which Holdings or any of its
Subsidiaries is or may become bound to redeem a security of Holdings or any of its Subsidiaries;
(x) there are no securities or instruments containing anti-



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dilution or similar provisions that will be triggered by the issuance of the Securities; (xi)
Holdings does not have any stock appreciation rights or “phantom stock” plans or agreements or any
similar plan or agreement; and (xii) Holdings and its Subsidiaries have no liabilities or
obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC
Documents, other than those incurred in the ordinary course of Holdings’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or would not have a
Material Adverse Effect. Holdings has furnished to the Buyers true, correct and complete copies of
Holdings’s Certificate of Incorporation, and Holdings’s Bylaws, as amended and as in effect on the
date hereof (the “Bylaws”). Holdings has no securities convertible into, or exercisable or
exchangeable for, shares of Common Stock.



     K. Post-Closing Capitalization. Assuming the payment of the Special Dividend, the
Required Repayments and the Management Payments, Holdings’s capitalization and contingent
liabilities shall be substantially identical to that set forth on Exhibit N to the
Securities Purchase Agreement, after giving effect to the Share Purchase, the Required Repayments,
the Merger, the Special Dividends, the Management Payments, the increase in Senior Indebtedness as
contemplated in Exhibit J to the Securities Purchase Agreement and the Other Financing.



     L. Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of Holdings, threatened against or affecting Holdings, the
Common Stock or any of Holdings’s Subsidiaries or any of Holdings’s or its Subsidiaries’ officers
or directors, other than as disclosed in the Securities Purchase Agreement.



     M. Manipulation of Price. Holdings has not, and to its knowledge no one acting on its
behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of Holdings to facilitate the sale or
resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of Holdings.



     N. Disclosure. Holdings confirms that neither it nor any other Person acting on its
behalf has provided any of the Buyers or their agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, nonpublic information.
Holdings understands and confirms that each of the Buyers will rely on the foregoing
representations in effecting transactions in securities of Holdings. All disclosure provided to
the Buyers regarding Holdings, its business and the transactions contemplated pursuant to the
Securities Purchase Agreement, including this Joinder Agreement, and the Schedules to the
Securities Purchase Agreement, furnished by or on behalf of Holdings, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they were
made, not misleading. Each press release issued by Holdings during the 12 months preceding the
date of the Securities Purchase Agreement did not at the time of release contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which
they are made, not misleading. No event or circumstance has occurred or information exists with
respect to Holdings or any of its Subsidiaries or its or their



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business, properties, prospects, operations or financial conditions, which, under applicable
law, rule or regulation, requires public disclosure or announcement by Holdings but which has not
been so publicly announced or disclosed.



     4. In addition, Holdings covenants to each of the Buyers that:



          A. Form D and Blue Sky. Holdings shall file a Form D with respect to the Securities
as required under Regulation D and to provide a copy thereof to each Buyer promptly after such
filing. Holdings shall have taken such action, on or before the Closing Date (should the Company
have not already taken such action), as Holdings shall reasonably determine is necessary in order
to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing
pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the
United States (or to obtain an exemption from such qualification), and shall provide evidence of
any such action so taken to the Buyers on or prior to the Closing Date. Holdings shall make all
filings and reports relating to the offer and sale of the Securities required under applicable
securities or “Blue Sky” laws of the states of the United States following the Closing Date.




          B. Use of Proceeds. Holdings will use the proceeds from the sale of the Securities
solely as permitted by the Securities Purchase Agreement.




          C. Financial Information. (i) Holdings shall send the following to each Investor
during the Reporting Period unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system, within one Business Day after the filing thereof
with the SEC, a copy of its Annual Reports on Form 10-K or 10-KSB, any interim reports or any
consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow
statements for any period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same
day as the release thereof, facsimile copies of all press releases issued by Holdings, the Company
or any of its Subsidiaries, and (iii) copies of any notices and other information made available or
given to the stockholders of Holdings or the Company generally, contemporaneously with the making
available or giving thereof to the stockholders.




          D. Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.,
New York time, on the first Business Day following the Closing Date, Holdings shall file a press
release (the “Press Release”) describing the material terms of the transactions contemplated by the
Transaction Documents. On or before 8:30 a.m., New York time, the second Business Day following
the Closing Date, Holdings shall file a Current Report on Form 8-K describing the terms of the
terms of the transactions contemplated by the Transaction Documents, in the form required by the
1934 Act and attaching the material Transaction Documents (including, without limitation, this
Agreement (and all schedules to this Agreement), the Certificate of Designation, the form of
Warrant, the Registration Rights Agreement and the Security Documents) as exhibits to such filing
(including all attachments, the “8-K Filing”). From and after the issuance of the Press Release,
no Buyer shall be in possession of any material, nonpublic information received from the Company,
Holdings, any of its Subsidiaries or any of their respective officers, directors, employees or
agents, that is not disclosed in the Press Release. Holdings and each of its Subsidiaries and
their respective officers, directors, employees and agents, shall not provide any

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Buyer with any material, nonpublic information regarding the Company, Holdings or any of their
Subsidiaries from and after the issuance of the Press Release without the express written consent
of such Buyer. In the event of a breach of the foregoing covenant by Holdings, any of its
Subsidiaries, or any of their respective officers, directors, employees and agents, in addition to
any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to
make a public disclosure, in the form of a press release, public advertisement or otherwise, of
such material, nonpublic information without the prior approval by Holdings, its Subsidiaries, or
any of their respective officers, directors, employees or agents. No Buyer shall have any
liability to Holdings, its Subsidiaries, or any of their respective officers, directors, employees,
stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company,
Holdings, nor any Buyer shall issue any press releases or any other public statements with respect
to the transactions contemplated hereby; provided, however, that Holdings shall be
entitled, without the prior approval of any Buyer, to make any press release or other public
disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law and regulations (provided
that in the case of clause (i) the holders of 66-2/3 of the outstanding Shares shall be consulted
by Holdings in connection with and given an opportunity to review and comment on any such press
release or other public disclosure prior to its release). Notwithstanding the foregoing, Holdings
shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing
with the SEC or any regulatory agency or Principal Market, without the prior written consent of
such Buyer, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii)
as required by law, the regulations of the stock exchange or automatic quotation system upon which
Holdings’s shares of Common Stock are then traded or any order of any court or other governmental
agency, in which case Holdings shall provide such Buyer with prior notice of such disclosure and
the opportunity to review and comment on such disclosure.




     E. Variable Securities; Dilutive Issuances. For long as any Shares or Warrants remain
outstanding, Holdings shall not, in any manner, issue or sell any rights, warrants or options to
subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable
or exercisable for Common Stock at a price which varies or may vary with the market price of the
Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion,
exchange or exercise price of any such security cannot be less than the then applicable Exercise
Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is
exercisable. For so long as any Shares or Warrants remain outstanding, Holdings shall not, in any
manner, enter into or affect any Dilutive Issuance (as defined in the Warrants) if the effect of
such Dilutive Issuance is to cause Holdings to be required to issue upon exercise of any Warrant
any shares of Common Stock in excess of that number of shares of Common Stock which Holdings may
issue upon exercise of the Warrants without breaching Holdings’s obligations under the rules or
regulations of the National Association of Securities Dealers, Inc.’s OTC Bulletin Board (the
“Principal Market”) or the stock exchange or automated quotation system upon which Holdings’s
shares of Common Stock are traded, including, without limitation, any and all discounted issuance
rules, if applicable.



     F. Corporate Existence. So long as any Buyer beneficially owns any Securities,
Holdings shall not be party to any Fundamental Transaction (as defined in the Warrants) unless
Holdings is in compliance with the applicable provisions governing Fundamental Transactions set
forth in the Warrants.



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     G. Reservation of Shares. Holdings shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, after the Closing Date, 130% of the
number of shares of Common Stock issuable upon exercise of the Warrants.



     H. Conduct of Business. The business of Holdings, the Company and their Subsidiaries
shall not be conducted in violation of any law, ordinance or regulation of any governmental entity,
except where such violations would not result, either individually or in the aggregate, in a
Material Adverse Effect.



     I. Holding Period. For the purposes of Rule 144, Holdings acknowledges, based on
current securities laws, that the holding period of the Warrant Shares may be tacked onto the
holding period of the Warrants (in the case of Cashless Exercise (as defined in the Warrants)) and
Holdings agrees not to take a position contrary to this Section I.



     J. Additional Issuances of Securities.



	 	(1)	 	For purposes of this section, the following definitions shall
apply.








	 	a.	 	“Convertible Securities” means any stock or securities (other than
Options) convertible into or exercisable or exchangeable for shares of Common
Stock.
	 
	 	b.	 	“Options” means any rights, warrants or options to subscribe for or
purchase shares of Common Stock or Convertible Securities.
	 
	 	c.	 	“Common Stock Equivalents” means, collectively, Options and Convertible
Securities.






	 	(2)	 	From the date hereof until the date that is 180 Trading Days
(as defined in the Certificate of Designation) following the Effective Date (as
defined in the Registration Rights Agreement), as such date may be extended by
one Trading Day for each Trading Day following the Effective Date on which the
Equity Conditions (as defined in the Certificate of Designation) are not
satisfied (the “Trigger Date”), Holdings will not, directly or indirectly,
offer, sell, grant any option to purchase, or otherwise dispose of (or announce
any offer, sale, grant or any option to purchase or other disposition of) any
of its or its Subsidiaries’ equity or equity equivalent securities, including
without limitation any debt, preferred stock or other instrument or security
that is, at any time during its life and under any circumstances, convertible
into or exchangeable or exercisable for shares of Common Stock or Common Stock
Equivalents (any such offer, sale, grant, disposition or announcement being
referred to as a “Subsequent Placement”) without the prior written approval of
the holders of 66-2/3% of the Shares.
	 
	 	(3)	 	From the Trigger Date until the two year anniversary of the
Closing Date, Holdings shall not, directly or indirectly, effect any Subsequent
Placement unless Holdings shall have first complied with this Section
4(J)(2)(c).




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	 	a.	 	Holdings shall deliver to each Buyer a written notice (the “Offer
Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of
the securities being offered (the “Offered Securities”) in a Subsequent Placement,
which Offer Notice shall (w) identify and describe the Offered Securities, (x)
describe the price and other terms upon which they are to be issued, sold or
exchanged, and the number or amount of the Offered Securities to be issued, sold or
exchanged, (y) identify the persons or entities (if known) to which or with which
the Offered Securities are to be offered, issued, sold or exchanged and (z) offer
to issue and sell to or exchange with such Buyers a pro rata portion of 50% of the
Offered Securities (a) based on such Buyer’s pro rata portion of the outstanding
Shares purchased pursuant to the Securities Purchase Agreement (the “Basic
Amount”), and (b) with respect to each Buyer that elects to purchase its Basic
Amount, any additional portion of the Offered Securities attributable to the Basic
Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire
should the other Buyers subscribe for less than their Basic Amounts (the
“Undersubscription Amount”).
	 
	 	b.	 	To accept an Offer, in whole or in part, such Buyer must deliver a
written notice to Holdings prior to the end of the 10th Business Day
after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth
the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if
such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription
Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of
Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the
total of all of the Basic Amounts, then each Buyer who has set forth an
Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase,
in addition to the Basic Amounts subscribed for, the Undersubscription Amount it
has subscribed for; provided, however, that if the
Undersubscription Amounts subscribed for exceed the difference between the total of
all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription
Amount shall be entitled to purchase only that portion of the Available
Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic
Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject
to rounding by Holdings to the extent its deems reasonably necessary, which process
shall be repeated until the Buyers shall have had the opportunity to subscribe for
any remaining Undersubscription Amount.
	 
	 	c.	 	Holdings shall have 10 Business Days from the expiration of the Offer
Period above to offer, issue, sell or exchange all or any part of such Offered
Securities as to which a Notice of Acceptance has not been given by the Buyers (the
“Refused Securities”), but only to the offerees described in the Offer Notice (if
so described therein) and only upon terms and conditions (including, without
limitation, unit prices and interest rates) that are not more favorable to the
acquiring person or persons or less favorable to Holdings than those set forth in
the Offer Notice.




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	 	d.	 	In the event Holdings shall propose to sell less than all the Refused
Securities (any such sale to be in the manner and on the terms specified in Section
4(J)(2)(c) above), then each Buyer may, at its sole option and in its sole
discretion, reduce the number or amount of the Offered Securities specified in its
Notice of Acceptance to an amount that shall be not less than the number or amount
of the Offered Securities that such Buyer elected to purchase pursuant to Section
4(J)(2)(c) above multiplied by a fraction, (i) the numerator of which shall be the
number or amount of Offered Securities Holdings actually proposes to issue, sell or
exchange (including Offered Securities to be issued or sold to Buyers pursuant to
Section 4(J)(2)(c) above prior to such reduction) and (ii) the denominator of which
shall be the original amount of the Offered Securities. In the event that any
Buyer so elects to reduce the number or amount of Offered Securities specified in
its Notice of Acceptance, Holdings may not issue, sell or exchange more than the
reduced number or amount of the Offered Securities unless and until such securities
have again been offered to the Buyers in accordance with Section 4(J)(2)(c) above.
	 
	 	e.	 	Upon the closing of the issuance, sale or exchange of all or less than
all of the Refused Securities, the Buyers shall acquire from Holdings, and Holdings
shall issue to the Buyers, the number or amount of Offered Securities specified in
the Notices of Acceptance, as reduced pursuant to Section 4(J)(2)(c) above if the
Buyers have so elected, upon the terms and conditions specified in the Offer. The
purchase by the Buyers of any Offered Securities is subject in all cases to the
preparation, execution and delivery by Holdings and the Buyers of a purchase
agreement relating to such Offered Securities reasonably satisfactory in form and
substance to the Buyers and their respective counsel.
	 
	 	f.	 	Any Offered Securities not acquired by the Buyers or other persons in
accordance with Section 4(J)(2)(c) above may not be issued, sold or exchanged until
they are again offered to the Buyers under the procedures specified in the
Securities Purchase Agreement.





     K. Reporting Status. Until the date on which the Investors (as defined in the
Registration Rights Agreement) shall have sold all the Shares and Warrant Shares and none of the
Warrants is outstanding (the “Reporting Period”), Holdings shall use every reasonable effort to
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and Holdings
shall not terminate its status as an issuer required to file reports under the 1934 Act even if the
1934 Act or the rules and regulations thereunder would otherwise permit such termination.



     L. OTC Bulletin Board. Holdings shall use best efforts to cooperate in Rodman &
Renshaw, LLC’s application to cause the Common Stock to become designated for quotation on the
Principal Market as soon as practicable following the Closing Date and thereafter to comply with
the rules of the Principal Market. If the Common Stock is not designated for quotation on the
Principal Market by the 10th Business Day after the earlier to occur of the Effective
Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline
(such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of
any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which



10









 







remedy shall not be exclusive of any other remedies available at law or in equity), Holdings
shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount
in cash equal to (i) 1.0% of the aggregate Purchase Price of such Investor’s Shares on the day of
the OTC Deadline and (ii) 2.0% of the aggregate Purchase Price of such Investor’s Shares on every
30th day after the day of the OTC Deadline (prorated for periods totaling less than 30 days) until
the Common Stock is designated for quotation on the Principal Market. The payments to which an
Investor shall be entitled pursuant to this Section 4L are referred to herein as “OTC Delay
Payments”. OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and
(y) the third Business Day after the first day that the Common Stock is designated for quotation on
the Principal Market. In the event Holdings fails to make OTC Delay Payments in a timely manner,
such OTC Delay Payments shall bear interest at the rate of 2.0% per month (prorated for partial
months) until paid in full. Notwithstanding anything herein or in the Registration Rights
Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the
Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay
Payments payable to any Investor, together with any Registration Delay Payments payable to such
Investor, in each case solely as to which the encurance thereof is outside of the control of
Holdings, exceed, in the aggregate 10% of the aggregate Purchase Price of such Investor’s Shares.



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IN WITNESS WHEREOF, Global Employment Holdings, Inc. has executed this Joinder Agreement on the
date first written above.




	 	 	 	 	 	 	 
	 	 	GLOBAL EMPLOYMENT HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Howard Brill	 	 
	 

	 	 	 	Title: President and Chief Executive Officer