Filed by Bowne Pure Compliance



 




Exhibit 10.1




SUBSCRIPTION AGREEMENT




This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 30, 2007, is
entered into by and among GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (the
“Company”), and the purchasers listed on Schedule A attached hereto (individually,
a “Purchaser” and collectively, the “Purchasers”).



WHEREAS, the Company entered into an agreement (the “Equity Raise Agreement”), dated
as of February 28, 2007, with the holders of its senior secured convertible notes (“Notes”)
and Series A mandatorily redeemable convertible preferred stock pursuant to which the Company
agreed to sell at least $5 million of common stock in a private placement or public offering to
close no later than September 30, 2007 or call upon the commitment received from the Purchasers to
purchase an aggregate of $3 million of common stock on September 30, 2007;



WHEREAS, the Company conducted an offering in good faith and using commercially reasonable
efforts during the time period set forth in the Equity Raise Agreement but, after receiving a
market valuation of the offering, the Company’s Board of Directors concluded that the offering was
not in the best interest of the company or its security holders; and



WHEREAS, the Company desires to call upon the commitment received from the Purchasers to
purchase the Company’s common stock and the Purchasers desire to make an investment in the Company.




NOW, THEREFORE, the parties agree as follows:




Section 1. Sale and Purchase.




	 	a.	 	Upon the execution of this Agreement, each of the Purchasers agrees to
subscribe for and purchase the amount of shares of the Company’s common stock (the
“Shares”) set forth opposite such Purchaser’s name in Schedule A for
the purchase price set forth therein.
	 
	 	b.	 	The purchase price per Share shall be equal to the volume weighted average
price per share of the Company’s common stock for the ten consecutive trading day
period ending on September 29, 2007 (the “Ten-Day Period”) on the OTC Bulletin
Board as reported by Bloomberg; provided, however, that if there are not reported
trades on the OTC Bulletin Board during the Ten-Day Period, the purchase price shall
equal $1.50, which is the price per share of the last reported sale of the Company’s
common stock on the OTC Bulletin Board before the Ten-Day Period on September 13, 2007.
	 
	 	c.	 	At the election of each Purchaser, the purchase price may be paid in cash, by
delivery by such Purchaser to the Company of Notes held by such Purchaser in a
principal amount equal to the purchase price due from such Purchaser, or a combination
thereof.




 


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	 	d.	 	Each Purchaser shall also receive, for no additional consideration, a warrant
to purchase one share of common stock for each Share purchased by such Purchaser
pursuant to this Agreement, at an exercise price equal to 120% of the purchase price
paid for each Share, in the aggregate amount set forth opposite such Purchaser’s name
in Schedule A and in the form attached hereto as Exhibit A; provided,
however, that no warrants shall be issued with respect to any portion of the common
stock purchased by a Purchaser through the surrender of Notes. Each warrant will
expire on the seventh anniversary of issuance.
	 
	 	e.	 	The closing of the transactions contemplated hereby shall take place on
Wednesday, October 3, 2007, by delivering a fully executed copy of this Agreement
together with payment of the purchase price set forth in Schedule A in the form
of either a personal check or wire transfer for any cash portion of the purchase price
and the surrender of Notes with respect to such portion of the purchase price a
Purchaser elects to pay through the surrender of Notes.





Section 2. Representations of the Company. In connection with the issuance of the
Shares hereunder, the Company represents and warrants to the Purchasers that:




	 	a.	 	the Company is a corporation duly formed, validly existing and in good standing
under the laws of the State of Delaware;
	 
	 	b.	 	the Shares, when issued in accordance with the terms of this Agreement will be
validly issued, fully paid and non-assessable and not subject to any adverse claim;
	 
	 	c.	 	the execution, delivery and performance of this Agreement by the Company does
not and will not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Company is a party or by
which it is bound or violate any provision of law, statute, rule or regulation
applicable to the Company;
	 
	 	d.	 	the execution, delivery, and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all requisite
corporate or other necessary action on the part of the Company; and
	 
	 	e.	 	this Agreement, when executed and delivered by the Company, will constitute a
legal, valid, and binding obligation enforceable against the Company in accordance with
its terms.





Section 3. Representations of the Purchasers. Each of the Purchasers represents and
warrants to the Company that:




	 	a.	 	the Shares to be acquired by such Purchaser pursuant to this Agreement will be
acquired for its own account and not with a view to, or present intention of,
distribution thereof in violation of the Securities Act of 1933, as amended (the
“Securities Act”), and will not be disposed of in contravention of the
Securities Act or this Agreement;




 


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	 	b.	 	such Purchaser is not participating, directly or indirectly, in a distribution
of the Shares and will not take, or cause to be taken, any action that would cause such
Purchaser to be deemed an “underwriter” of such Shares as defined in Section 2(11) of
the Act;
	 
	 	c.	 	such Purchaser is an “accredited investor” within the meaning of Rule 501
promulgated under the Act; and
	 
	 	d.	 	this Agreement, when executed and delivered by such Purchaser, will constitute
a legal, valid, and binding obligation enforceable against such Purchaser in accordance
with its terms.





Section 4. Transferability of Shares. Each Purchaser understands and acknowledges
that the Shares have not been registered under the Securities Act, or the securities laws of any
state. Each Purchaser agrees that the Shares may not be sold, offered for sale, transferred,
pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act and
applicable state securities laws. Each Purchaser understands that any sale, transfer, pledge,
hypothecation, or other disposition of the Shares may require in some states specific approval by
the appropriate governmental agency or commission in such states.



Section 5. Amendments and Waivers. Neither this Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an instrument in writing signed by
the party against whom any such waiver, modification, discharge or termination is sought.



Section 6. Effect of Agreement. This Agreement shall be binding upon and shall inure
to the benefit of the Company, and its successors and assigns, and shall be binding upon and inure
to the benefit of the Purchasers and their successors and assigns.



Section 7. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given (a) when delivered personally, (b) one business day after being sent via
a nationally recognized overnight courier, or (c) when sent via facsimile promptly confirmed in
writing to the recipient. Such notices, demands and other communications will be sent to the
address indicated below:




To the Company:




Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375

Lone Tree, CO 80124

Facsimile: (303) 216-9533

Attn: Chief Financial Officer


 


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To the Purchasers:




At the addresses and fax numbers set below each Purchaser’s name on the signature
page hereto.



or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party.



Section 8. Assignability. This Subscription Agreement is not transferable or
assignable by the Purchaser.



Section 9. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.



Section 10. Entire Agreement. This Agreement shall embody the complete agreement and
understanding between the parties with respect to the subject matter hereof and supersede and
preempt any prior understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way.



Section 11. Counterparts; Facsimile Signatures. This Agreement may be executed in
separate counterparts each of which will be an original and all of which taken together will
constitute one and the same agreement. This Agreement may be executed by facsimile signatures that
shall be binding on the parties hereto, with original signatures to be delivered as soon as
reasonably practicable thereafter.



Section 12. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Colorado without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Colorado or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Colorado.



Section 13. Remedies. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement and that any party
may in its sole discretion apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement. The exercise of such remedies shall not prevent such party from
recovering damages by reason of any breach of any provision of this Agreement or exercising all
other rights at law or in equity existing in its favor.



* * * * *



 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.



	 	 	 	 	 
	 	GLOBAL EMPLOYMENT HOLDINGS, INC.

 	 
	 	By:  	/s/ Dan Hollenbach
 	 
	 	 	Name:  	Dan Hollenbach 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	R&R OPPORTUNITY FUND, L.P.

 	 
	 	By:  	/s/ John Borer
 	 
	 	 	Name:  	John Borer 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	MATHER & ASSOCIATES

 	 
	 	By:  	/s/ Norbert Zeelander
 	 
	 	 	Name:  	Norbert Zeelander 	 
	 	 	Title:  	representing the General Partner	 
	 



	 	 	 	 	 
	 	GWIRTSMAN FAMILY PARTNERS, LLC

 	 
	 	By:  	/s/ Charles Gwirtsman
 	 
	 	 	Charles Gwirtsman 	 
	 	 	Title:  	Managing Member	 
	 



	 	 	 	 	 
	 

	 	/s/ Howard Brill
 

Howard Brill
	 	 
	 
	 	 	 	 
	 

	 	/s/ Dan Hollenbach	 	 
	 

	 	 	 	 
	 

	 	Dan Hollenbach	 	 
	 
	 	 	 	 
	 

	 	/s/ Steve List	 	 
	 

	 	 	 	 
	 

	 	Steve List	 	 
	 
	 	 	 	 
	 

	 	/s/ Steve Pennington	 	 
	 

	 	 	 	 
	 

	 	Steve Pennington	 	 





 


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	 	/s/ Terry Koch
 

Terry Koch
	 	 
	 
	 	 	 	 
	 

	 	/s/ Fred Viarrial	 	 
	 

	 	 	 	 
	 

	 	Fred Viarrial	 	 
	 
	 	 	 	 
	 

	 	/s/ Ken Michaels	 	 
	 

	 	 	 	 
	 

	 	Ken Michaels	 	 
	 
	 	 	 	 
	 

	 	/s/ Richard Goldman	 	 
	 

	 	 	 	 
	 

	 	Richard Goldman	 	 
	 
	 	 	 	 
	 

	 	/s/ Norma Fabrizio	 	 
	 

	 	 	 	 
	 

	 	Norma Fabrizio	 	 
	 
	 	 	 	 
	 

	 	/s/ Kevin LeCompte	 	 
	 

	 	 	 	 
	 

	 	Kevin LeCompte	 	 
	 
	 	 	 	 
	 

	 	/s/ Tariq Jawad	 	 
	 

	 	 	 	 
	 

	 	Tariq Jawad	 	 
	 
	 	 	 	 
	 

	 	/s/ Ed Kovalik	 	 
	 

	 	 	 	 
	 

	 	Ed Kovalik	 	 
	 
	 	 	 	 
	 

	 	/s/ Caress Kennedy	 	 
	 

	 	 	 	 
	 

	 	Caress Kennedy	 	 





 


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SCHEDULE A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common	 	 	 	 
	Purchaser	 	Cash	 	 	Debt	 	 	Purchase Price	 	 	Shares	 	 	Warrants	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Howard
	 	Brill	 	$	500,000.00	 	 	$	—	 	 	$	500,000.00	 	 	 	333,333.33	 	 	 	333,334.00	 
	Fred
	 	Viarrial	 	 	71,000.00	 	 	 	29,000.00	 	 	 	100,000.00	 	 	 	66,666.67	 	 	 	47,334.00	 
	Steve
	 	List	 	 	105,000.00	 	 	 	150,000.00	 	 	 	255,000.00	 	 	 	170,000.00	 	 	 	70,000.00	 
	Dan
	 	Hollenbach	 	 	30,000.00	 	 	 	29,000.00	 	 	 	59,000.00	 	 	 	39,333.33	 	 	 	20,000.00	 
	Terry
	 	Koch	 	 	15,500.00	 	 	 	34,500.00	 	 	 	50,000.00	 	 	 	33,333.33	 	 	 	10,334.00	 
	Steve
	 	Pennington	 	 	100,000.00	 	 	 	—	 	 	 	100,000.00	 	 	 	66,666.67	 	 	 	66,667.00	 
	Ken
	 	Michaels	 	 	150,000.00	 	 	 	—	 	 	 	150,000.00	 	 	 	100,000.00	 	 	 	100,000.00	 
	Richard
	 	Goldman	 	 	20,000.00	 	 	 	—	 	 	 	20,000.00	 	 	 	13,333.33	 	 	 	13,334.00	 
	Norma
	 	Fabrizio	 	 	10,000.00	 	 	 	—	 	 	 	10,000.00	 	 	 	6,666.67	 	 	 	6,667.00	 
	Kevin
	 	LeCompte	 	 	18,000.00	 	 	 	—	 	 	 	18,000.00	 	 	 	12,000.00	 	 	 	12,000.00	 
	Caress
	 	Kennedy	 	 	25,000.00	 	 	 	—	 	 	 	25,000.00	 	 	 	16,666.67	 	 	 	16,667.00	 
	Mather & Associates
	 	 	 	 	150,000.00	 	 	 	—	 	 	 	150,000.00	 	 	 	100,000.00	 	 	 	100,000.00	 
	Gwirtsman Family Partners, LLC
	 	 	 	 	1,063,000.00	 	 	 	—	 	 	 	1,063,000.00	 	 	 	708,666.67	 	 	 	708,667.00	 
	R&R Opportunity Fund, LP	 	 	350,000.00	 	 	 	—	 	 	 	350,000.00	 	 	 	233,333.33	 	 	 	233,334.00	 
	Tariq
	 	Jawad	 	 	50,000.00	 	 	 	—	 	 	 	50,000.00	 	 	 	33,333.33	 	 	 	33,334.00	 
	Ed
	 	Kovalik	 	 	100,000.00	 	 	 	—	 	 	 	100,000.00	 	 	 	66,666.67	 	 	 	66,667.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	 	 	$	2,757,500.00	 	 	$	242,500.00	 	 	$	3,000,000.00	 	 	 	2,000,000.00	 	 	 	1,838,339.00