Attached files
Exhibit 10.1
AGREEMENT
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THIS AGREEMENT (this "Agreement") is entered into the 29th of October 2010,
between Barclay Lyons, LLC ("Lender") and PureSpectrum, Inc., a Delaware
corporation ("PureSpectrum" or the "Company"), and The EP Group, Inc., War Chest
Capital Multi-Strategy Fund, LLC ("Creditors") and Gregory Clements, Chief
Executive Officer of Purespectrum ("Clements").
WITNESSETH:
WHEREAS, PureSpectrum and Clements, acknowledge that PureSpectrum is
indebted to Lender and Creditors in the principal amounts (plus accrued
interest) set forth at Exhibit A attached hereto, pursuant to numerous Secured
Convertible Promissory Notes (the "Notes");
WHEREAS, the Notes are due and payable on demand by their respective
holders;
WHEREAS, Lender and Creditors have demanded payment of the Notes and
PureSpectrum has acknowledged that it is unable to pay the principal and
interest of the Notes at this time;
WHEREAS, PureSpectrum has requested that Lender and Creditors forebear
foreclosure and collection of proceeds from the sale of any inventory for the
Six (6) month period that began on August 25, 2010 and ends February 25, 2011
(the "Period");
WHEREAS, Lender is willing to forebear foreclosure and collection of
proceeds of the sale of inventory for the Period in consideration for the
issuance of Two Million (2,000,000) shares of Series B Preferred Stock of the
Company and amendment of all promissory notes to convertible promissory notes;
and
WHEREAS, Creditors will forbear foreclosure and collection on the sale of
inventory for the Period provided that the Company modifies the Creditors'
outstanding debt contracts to provide more favorable terms for the Creditors by
December 20, 2010 including amending all promissory notes to convertible
promissory notes.
NOW, THEREFORE, the parties hereto agree as follows:
1. PureSpectrum and Greg Clements acknowledge that PureSpectrum is in
default of the Notes and have requested that Lender and Creditors
agree to forebear foreclosure and collection of proceeds of the sale
of inventory for the Period.
2. Lender and Creditors are willing to forbear their right to foreclose
and collect the proceeds from the sale of inventory for the Period
upon the following conditions:
a. The Company shall assign to Lender Two Million (2,000,000)
shares of PureSpectrum Series B Preferred Stock.
b. Upon receipt of this executed Agreement, PureSpectrum shall
immediately instruct its stock transfer agent to issue the Series
B Preferred Stock to Lender.
c. PureSpectrum will modify all existing debt contracts to provide
more favorable terms for the Creditors by December 20, 2010.
3. The Parties agree that all rights and obligations of the Notes remain
in full force and effect and execution of this Agreement in no way
alters the secured interests of the Lender and the Creditors. All
amounts of principal and interest are still due and owing and interest
will continue to accrue on the Notes.
This Agreement may be executed in one or more counterparts, and when each of the
undersigned has executed at least one counterpart, the agreement shall be deemed
adopted and in full force and effect as of the date first listed above.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this agreement to be
effective the date first listed above.
THE COMPANY: CREDITORS:
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PureSpectrum, Inc. The EP Group, Inc.
By: /s/Gregory Clements By: /s/ Evan Prizer
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Gregory Clements Evan Prizer
Chief Executive Officer
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LENDER:
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Barclay Lyons LLC War Chest Capital Multi-Strategy Fund, LLC
By: War Chest Capital Partners, LLC
By: /s/Todd Violette Managing Member
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Todd Violette
Managing Director
By: /s/Howard Blum
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Howard Blum, Managing Member
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Greyhawk Equities, LLC
By: /s/Dan Garber
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Dan Garber
Managing Member
Exhibit A
Amount of Debts for Lender and Creditors
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Lender/Creditor Total Principal Amount of Debt (not
including interest)
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Barclay Lyons, LLC $280,000
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The EP Group, Inc. $275,000
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War Chest Capital Multi-Strategy Fund, LLC $175,000
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Greyhawk Equities, LLC $75,000
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