Amended and Restated Joint Venture Agreement dated as of February 14, 2022 between Kelly Services, Inc. and PERSOL Asia Pacific Pte. Ltd

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Schedule

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Persol Asia Pacific Pte. Ltd. (Company Registration No. 201942969G), a company incorporated in Singapore and having its registered office at 8 Marina View, #11-01 Asia Square Tower 1, Singapore 018960(“PAPAC”); and

PERSOLKELLY Pte. Ltd., a company incorporated in Singapore (registered number 201717312Z) with its registered office at 8 Marina View #11-01 Asia Square Tower 1 Singapore 018960 (the “Company”).

Kelly, Persol and KSG entered into the joint venture agreement dated 11 April 2016 (Original JVA);

Kelly, Persol and KSG entered into an amendment to the joint venture agreement, dated 15 May 2018, to amend the Original JVA (First Amendment to the Original JVA);

Kelly, Persol and KSG entered into a second amendment to the joint venture agreement, dated 3 July 2018, to further amend the Original JVA (Second Amendment to the Original JVA);;

Kelly, Persol, KSG and the Company entered into a novation agreement dated 1 December 2018 to novate the Original JVA to Kelly, Persol and the Company (JVA Novation Agreement);

Kelly, Persol and the Company entered into a third amendment to the joint venture agreement, dated 1 April 2020, to further amend the Original JVA (Third Amendment to the Original JVA);

Kelly, Persol and the Company entered into a fourth amendment to the joint venture agreement, dated 24 June 2020, to further amend the Original JVA (Fourth Amendment to the Original JVA);

Kelly, Persol and the Company entered into a fifth amendment to the joint venture agreement, dated 4 August 2020, to further amend the Original JVA (Fifth Amendment to the Original JVA);

Kelly, Persol, PAPAC and the Company entered into a novation agreement dated 30 March 2020 to novate the Original JVA, as amended, to Kelly, PAPAC and the Company (Second JVA Novation Agreement);

Kelly and PAPAC entered into a sale and purchase agreement dated on or around the date hereof under which PAPAC has purchased an additional 46.5% of the shares in the Company from Kelly (the SPA).

Kelly, PAPAC and the Company wish to replace the Original JVA with this Agreement to reflect, amongst other things, the change in each Shareholder’s Equity Proportion in accordance with the SPA.

INTERPRETATION

Defined terms

Statutory provisions

Parties, Recitals, Schedules, etc.

Meaning of references

words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

references to a person shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

references to any Singapore statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or other legal concept, state of affairs or thing shall in respect of any jurisdiction other than Singapore (including the jurisdiction of incorporation of a member of the Group) be deemed to include that which most nearly approximates in that jurisdiction to the Singapore statutory provision or legal term or other legal concept, state of affairs or thing;

references to “indemnify” and to “indemnifying” any person against any Losses by reference to any matter, event or circumstance includes indemnifying and keeping that person indemnified against all Losses from time to time made, suffered or incurred as a direct consequence of that matter, event or circumstance;

a reference to a document (including this Agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;

references to “SGD”, “Singapore dollars” or “SG$” are to the lawful currency of Singapore from time to time; and

except where otherwise provided, references to times of the day are to that time in Singapore and references to a day are to a period of 24 hours running from midnight to midnight.

Headings:

Clause and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

Number of Shareholders

EFFECTIVENESS OF THIS AGREEMENT

THE BUSINESS

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The Business Plan

Shareholders’ Obligations

each Group Company carries on its business and conducts its affairs in a proper and efficient manner for its own benefit;

the Company, and the Directors appointed by that Shareholder under Clause 4, will comply with the provisions of this Agreement and the Constitution and will act in such manner and achieve the full intent and purpose of this Agreement;

the business of each Group Company shall be carried on pursuant to the policies set out under this Agreement or laid down from time to time by the Board, which shall hold Board meetings in accordance with Clause 4 and the Constitution;

if any Group Company requires any approval, consent or license for the carrying on of its business in the places and in the manner in which it is for the time being carried on or proposed to be carried on, such Group Company will use its best endeavours to obtain the same and maintain the same in full force and effect;

the Company is treated for all purposes, including taxation, as resident in Singapore; and

each Group Company shall (i) maintain appropriate directors’ and officers’ liability insurance for each of its directors; (ii) maintain adequate insurance with a reputable insurer against all risks usually insured against by companies carrying on the same or similar business to the Business and for the full replacement or reinstatement value of all its insurable assets; and (iii) without prejudice to the foregoing but subject to applicable laws, indemnify each such director in full for any Losses suffered as a result of any liabilities (civil or criminal) incurred by such director as a director of such Group Company, whether in respect of negligence, default, breach of duty or otherwise.

DIRECTORS AND MANAGEMENT

Supervision by the Board

Composition of the Board

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Remuneration

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Indemnity

Board meetings

Notice

Agenda

Location

Quorum

Conduct of Board meetings

Voting

Written resolutions

Chairman

CEO and CFO

PAPAC may nominate one of the Directors or any other person as the chief executive officer of the Company (“CEO”).

PAPAC may nominate one of the Directors or any other person as the chief financial officer of the Company (“CFO”).

The Board shall agree the terms of reference for the CEO and CFO.

Other Officers

Subject to Clause 4.17, the Board may appoint, remove and replace any officers of the Company, including chief operating officers and other senior managers (“Officers”) as the Board determines. Without limiting the foregoing, the Board shall be responsible for:

determining the most appropriate persons to be appointed as Officers; and

delegating to Officers appropriate authority in relation to the operations of the Group.

Directors may be appointed and serve as Officers.

Secretary

Committees

Group Companies

the approval and removal of the directors, officers (including legal representative, supervisor, secretary, shareholder representative and any similar position) and senior managers of the Group Companies (other than the Company); and

the granting of such directors, officers and senior managers with such authority in relation to the operations of the Group as the Board determines.

CONFLICTS OF INTEREST AND DUTIES OF DIRECTORS

Conflicts between Interests and Company rights

Inherent Conflicts

a Director may have a direct or indirect Interest that conflicts, or possibly may conflict, with the Interests of the Company as a direct or indirect result of the Director’s relationship with the Shareholder who appointed him (or any member of that Shareholder Group) (“Inherent Conflict”);

a Director is authorised to have an Interest which constitutes an Inherent Conflict; and

a Director who is subject to an Inherent Conflict may, subject to any relevant provision in the Constitution, vote as a Director (and be counted in the quorum) on a resolution concerning any such situation and attend a meeting, or participate in any discussion, relating to that situation and receive information or advice received by the Company on such situations.

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Duties of Directors

COMPLIANCE WITH AND PRECEDENCE OF THIS AGREEMENT

Each Shareholder must exercise all powers and rights available to that Shareholder as a holder of Shares in order to give effect to the provisions of this Agreement and to ensure that the Company complies with its obligations under this Agreement. References in this Agreement to the Shareholders procuring that the Company performs its obligations are to be interpreted accordingly.

Each Shareholder agrees that if any provision of the Constitution at any time conflicts or is inconsistent with the provisions of this Agreement:

the provisions of this Agreement are to prevail to the extent of the conflict or inconsistency;

the Constitution will be taken to be read and interpreted accordingly; and

the Constitution must be amended to the extent necessary in accordance with Clause 6.3.

Each Shareholder must exercise all powers and rights available to that Shareholder to procure the amendment of the Constitution to the extent necessary to remove any conflict with this Agreement, and to give effect to the provisions of this Agreement.

The Company is not required to comply with any obligation contained in this Agreement to the extent that to do so would constitute an unlawful fetter on the Company’s statutory powers. This does not affect the validity of the relevant provisions as between the other Parties or the respective obligations of the other Parties under this Clause 6.

FINANCING

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Additional subscriptions

New Share issuances

If the Board determines that the Group requires further funding, it may give written notice to each Shareholder (an “Offer Notice”) inviting the Shareholder to subscribe for those Shares. An Offer Notice must:

specify the aggregate number of Shares the Company proposes to offer for subscription (the “Offer Shares”), the issue price per Offer Share (the “Offer Price”), which, until 31 December 2024, shall not be less than USD [1.12] per Offer Share (as adjusted to take into account any stock split, stock dividend, combination of shares, recapitalization or similar transaction on or after the date of this Agreement), the aggregate proceeds to be received by the Company upon the issuance of the Offer Shares (the “Proceeds Amount”) and any other terms and conditions of the issue (the “Offer Terms”);

state that, subject to the provisions of this Agreement, each Shareholder is entitled to subscribe for its Equity Proportion of the total number of Offer Shares at the Offer Price and on the Offer Terms (“Entitlement”);

confirm the number of Offer Shares in the Shareholder’s Entitlement;

specify the period for which the offer is open, which must be at least 10 Business Days (the “Offer Period”);

state that the Shareholder may apply for more Offer Shares than its Entitlement and will be liable to subscribe for up to the number of Offer Shares applied for if other Shareholders do not take up their full Entitlement;

invite the Shareholder to apply for Offer Shares by giving written notice to the Company no later than 5.00 pm on the last day of the Offer Period, stating the number of Offer Shares for which the Shareholder wishes to subscribe (which may be greater than, equal to or less than the Shareholder’s Entitlement); and

not be revoked unless otherwise decided by the Board.

Allocation of Offer Shares

Each Shareholder that applies for Offer Shares in accordance with the provisions of this Agreement and the terms of the Offer Notice (a “Subscribing Shareholder”) will be issued the number of Offer Shares calculated under this Clause 7.3(b).

If the total number of Offer Shares applied for by all Subscribing Shareholders is less than or equal to the total number of Offer Shares, the Company must issue to each Subscribing Shareholder the number of Offer Shares that it applied for.

If the total number of Offer Shares applied for by all Subscribing Shareholders is more than the total number of Offer Shares, the Company must issue all of the Offer Shares to the Subscribing Shareholders, so far as practicable, to maintain each Shareholder’s Equity Proportion but so that no Subscribing Shareholder will be issued more Offer Shares than it applied for. For the avoidance of doubt, notwithstanding the previous sentence the Company shall be entitled to issue all of the Offer Shares even if as a result of doing so the Shareholders’ Equity Proportion changes.

A Shareholder that does not apply in writing for any Offer Shares within the Offer Period is not entitled to subscribe for any Offer Shares.

Notice of outcome of the offer process

the number of Offer Shares to be issued to that Subscribing Shareholder (the “Subscription Shares”) calculated under Clause 7.3(b);

the subscription price payable by that Subscribing Shareholder for its Subscription Shares; and

the proposed date for completion of the issue of the Offer Shares, which must be at least ten Business Days and no more than 15 Business Days after expiry of the Offer Period (the “Offer Closing Date”).

Closing of the offer process

each Subscribing Shareholder must pay the subscription price for its Subscription Shares to the bank account of the Company designated by the Company in writing;

the Company must issue to each Subscribing Shareholder its Subscription Shares; and

the Company must enter the name of each Subscribing Shareholder in the register of members of the Company as holder of its Subscription Shares and execute and deliver to each Subscribing Shareholder a share certificate representing its Subscription Shares.

Debt Finance

Financing of acquisitions

Guarantees

subject to Clause 7.6(b), as between the Shareholders, the aggregate liability of a Shareholder under a joint and several guarantee or indemnity shall be in the same proportion as its Equity Proportion at the time the guarantee or indemnity is enforced and each Shareholder shall indemnify the other Shareholder for any liability incurred by that Shareholder which is greater than its Equity Proportion at the time the guarantee or indemnity is enforced;

a Shareholder shall be responsible for the whole of any liability that arises pursuant to a guarantee or indemnity to the extent such liability is solely and directly attributable to such Shareholder’s own act, omission or default or to the act, omission or default of any Director appointed by it and shall indemnify the other Shareholder on demand for any amounts payable by the other Shareholder in relation such liability; and

upon any exercise of the Exit Put/Call Option (as defined in Clause 13.7), unless otherwise agreed in writing by Kelly, PAPAC shall provide substitute guarantees for all outstanding guarantees provided by a member of the Kelly Group with respect to indebtedness or performance obligations of the Group and shall indemnify Kelly on demand for any liability incurred by Kelly in connection with such guarantees.    

Information regarding guarantee

Funding support by Shareholders

RESERVED MATTERS

The Shareholders shall, whether by exercising their voting and other rights and powers available to them or otherwise, procure that the Group and the Board shall not, without the prior written consent of each Shareholder, do or effect, or agree to do or effect, any of the Reserved Matters.

As a separate obligation, severable from Clause 8.1, insofar as it is legally possible to do so, the Company shall not, and shall procure that the Group shall not, without the prior written consent of each Shareholder, do or effect, or agree to do or effect, any of the Reserved Matters.

CONTINUING OBLIGATIONS

Provision of information by the Group

PAPAC shall procure that the Company cooperates with the reasonable requests of Kelly in connection with Kelly’s compliance with its statutory tax reporting obligations including, but not limited to, requests for 2022 and prior year tax returns, requests for intercompany transaction detail between the Company, the Group Companies and Kelly and requests related to any tax audit for all tax years through 2022.

Accounting records

Tax records

Tax Advisors

Risk management and internal controls

the Group’s effective and efficient operation by enabling it to manage significant business, operational, financial, compliance and other risks;

the quality of the Group’s internal and external reporting; and

compliance by each member of the Group and each Shareholder with all applicable laws and regulations (including Relevant Accounting Standards).

Access to information

The Company shall provide each Shareholder and its authorised representatives with all information and access, during normal business hours, as is reasonably necessary to:

keep it properly informed about the use of intellectual property as necessary to protect its interests as the owner, as applicable;

satisfy itself that the provisions of Clauses 9.3 and 9.4 are being met; and

allow it to comply with any obligations to which it is subject under the laws and regulations referred to in Clause 9.6(c).

Without prejudice to the generality of Clause 9.7(a), the Company shall deliver to each Shareholder the US GAAP quarterly consolidated report for the Group for Q1 2022 and for periods through 01 March 2022 within 3 months of the end of the Financial Year to which they relate, accounts for each member of the Group and the audited consolidated accounts for the Group.

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Continuation of services

Insurance

Approvals

Compliance

Kelly Customers

Fees

Back-office services

RESTRICTIVE COVENANTS

General restriction of Shareholders

Restrictions on Kelly

From the date hereof until 31 December 2026, Kelly covenants with PAPAC and each member of the Group that, except with the consent in writing of PAPAC, for so long as it or any member of the Kelly Group remains a shareholder of the Company, it will not within the Territory, either on its own account or in conjunction with or on behalf of any other person, carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, partner, agent or otherwise, in carrying on any business which competes with the Group’s Staffing Services business. The Parties acknowledge and agree that the Kelly Group’s continued operation of Kelly OCG Business shall not violate the restrictions provided in this Clause 10.2. For the avoidance of doubt, this Section 10.2 shall not apply to a third party, or its non-Kelly subsidiaries and affiliates, that acquires all or substantially all of the assets of Kelly.

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Severance

Modification of restrictions

Restrictions on each Shareholder’s group

In consideration of the joint investment of the Parties in the Company and the continuing relationship between the Parties relating to support services, until 31 December 2026

each Shareholder shall not, and shall procure that none of the members of its Shareholder Group shall, do or say anything which is deliberately calculated to be, or is reasonably likely to be, materially harmful to the reputation of a Group Company or which may lead a person to cease to deal with a Group Company on substantially equivalent terms to those previously offered or at all;

Kelly shall not and shall procure that none of the members of the Kelly Group shall:

canvas or solicit orders from any person (except for any Kelly Customer with respect to which notice is delivered to Kelly pursuant to Clause 9.13) who is or has been at any time within the previous 12 months a customer of any Group Company for Staffing Services to be provided within the Territory; or

induce or attempt to induce any person who is a director of a Group Company or is employed by a Group Company in a management role or at a base salary of more than SGD 75,000 per annum (or the approximate local currency equivalent) to leave the employment of that Group Company; and

For so long as the Kelly OCG Business is owned by a member of the Kelly Group, PAPAC shall not and shall procure that none of the members of the Persol Group or any Group Company shall:

canvas or solicit orders from any person who is known by the Company to be an existing customer of the Kelly OCG Business within the Territory as listed in the list attached as Schedule 5. If PAPAC or any Group Company wishes to provide any services to the customer listed in Schedule 5 before 31 Dec 2026, PAPAC or the relevant Group Company must obtain the prior consent from Kelly, such consent not to be unreasonably withheld or delayed; or

induce or attempt to induce any person who is a director of any member of the Kelly Group with respect to the Kelly OCG Business in the Territory or is employed by any member of the Kelly Group with respect to the Kelly OCG Business in the Territory in a management role or at a base salary of more than SGD 75,000 per annum (or the approximate local currency equivalent) to leave the employment of the Kelly OCG Business.

If Kelly Group’s Staffing Services to its global accounts involve Staffing Services in APAC, Kelly will use its commercially reasonable efforts to first offer such APAC Staffing Services opportunities to the Company where to the knowledge of Kelly such services are provided by the Company.

Exceptions from restrictions

INTELLECTUAL PROPERTY

Intellectual Property of the Group

Ownership of name

PAPAC and the Company recognise that the word “Kelly” and any similar word in any language and all rights of whatever nature in respect thereof are the sole property of Kelly, and, subject to Clause 11.3(a), will procure that neither it nor any member of the Persol Group use such words at any time except with the written consent of Kelly.

Kelly and the Company recognise that the words “Temp”, “Tempstaff”, “Capita”, “Intelligence”, “Persol” and any similar words in any language and all rights of whatever nature in respect thereof are the sole property of the Persol Group, and, subject to Clause 11.3(b), will procure that neither it nor any member of the Kelly Group use such words at any time except with the written consent of PAPAC.

Use of name

The Parties agree that, during the Applicable Period (as defined in Clause 11.4(c)), each of the Company and the other members of the Group has the right to use the word “Kelly” as part of its corporate name “PERSOLKELLY” and may use the name and Intellectual Property of Kelly in accordance with the Kelly Intellectual Property Transfer Agreement (but shall have no other rights in respect of this word).

The Parties agree that, during the term of this Agreement, each of the Company and the other members of the Group has the right to use the words “Persol”, “Temp”, “Tempstaff”, “Capita”, and “Intelligence” as part of its corporate name and may use the name and Intellectual Property of Persol in accordance with the Temp Intellectual Property Transfer Agreement (but shall have no other rights in respect of this word) until such time as PAPAC or any member of the Persol Group (if applicable) cease to be a shareholder of the Company.

Termination of use of name

Subject to Clause 11.3(a) above, each of PAPAC and the Company undertakes that it shall use all reasonable endeavours to procure that it, the members of the Persol Group and the Group Companies cease to use and withdraw any trademark, tradename or other intellectual property registrations by any Group Company of the word “Kelly,” including as part of the name “PERSOLKELLY,” and any similar word in any language and any Intellectual Property of Kelly or the members of the Kelly Group prior to the expiry of the Applicable Period, unless it has obtained written consent from Kelly for such use. Notwithstanding the foregoing, from 31 December 2026, notwithstanding that the Group Companies will cease use of the PERSOLKELLY mark in China, the Group Companies may, at their sole discretion, maintain registration of the mark in China pursuant to a limited, non-exclusive, non-assignable license granted to the Company by Kelly in such Ancillary Agreements.

Each of Kelly and the Company undertakes that, within 30 days of the date on which PAPAC and any member of the Persol Group (if applicable) cease to be a shareholder of the Company, it shall use all reasonable endeavours to procure that it, the members of the Kelly Group and the Group Companies cease to use the words “Temp”, “Tempstaff”, “Capita”, “Intelligence” and any similar words in any language and any Intellectual Property of PAPAC or the members of the Persol Group, unless it has obtained written consent from PAPAC for such use.

Notwithstanding the foregoing, the license shall terminate immediately in the event of a Termination Event as defined in Section 13.4 of this Agreement triggered by PAPAC.

As used in this Clause 11, the term (“Applicable Period”) means the later of:

the period from the date of this Agreement until 31 December 2026; or

the period from when Kelly ceases to be a Shareholder of the Company.

TRANSFER OF SHARES

General prohibition

sell, transfer or otherwise dispose of, any of its Shares or any interest in any of its Shares;

Encumber any of its Shares or any interest in any of its Shares;

enter into any agreement or arrangement in respect of the votes or other rights attached to any of its Shares, except for this Agreement; or

enter into any agreement or arrangement to do any of the foregoing.

Lock-Up Period

which is a transfer of Shares permitted under Clause 12.3;

which is a transfer of Shares made under Clause 13.9;

to which the other Shareholder gives its prior written consent,

Transfer to Shareholder Group

Transfer to Third Parties

is a bona fide offer in writing;

is from a third party that has its own financial resources to meet its obligations under the Offer or has a legally binding commitment from a lender for the necessary finance to do so (the “Offeror”);

is irrevocable during the period of the Offer, which period shall not be less than 60 Business Days;

is for cash consideration only and is for such number of Shares set out in the written notice of the Offer, which in any case shall not be less than all the Shares of the Selling Shareholder; and

contains all material terms and conditions (including the price and the intended completion date of the Offer),

Notice of Offers

the period within which the offer to sell the Shares to the Remaining Shareholder shall remain open for acceptance. This period must be at least 30 Business Days from the date of service of the Transfer Notice (the “Acceptance Period”); and

full details of all other terms and conditions of the Offer.

Options of Remaining Shareholder

send a written notice to the Selling Shareholder within the Acceptance Period accepting the offer set out in the Transfer Notice;

send a written notice to the Selling Shareholder within the Acceptance Period declining the offer set out in the Transfer Notice;

send a written notice to the Selling Shareholder (a “Sale Notice”) within the Acceptance Period offering to sell some or all of the Shares held by the Remaining Shareholder to the Offeror on the same terms and conditions as those contained in the Offer; or

not reply to the Transfer Notice within the Acceptance Period or reply in a manner other than as specified in Clauses 12.6(a) to (c), in which case the Remaining Shareholder shall be deemed to decline the offer set out in the Transfer Notice and not to have issued a Sale Notice.

Consequences of Transfer Notice

If the offer set out in the Transfer Notice is accepted as set out in Clause 12.6(a), the Selling Shareholder must promptly sell its Shares to the Remaining Shareholder on the terms set out in the Transfer Notice.

If the offer set out in the Transfer Notice is not accepted as set out in the Clause 12.6(b), or deemed not to be accepted as set out in the Clause 12.6(d), and a Sale Notice is not issued, or deemed not to be issued, the Selling Shareholder may accept the Offer and sell its Shares on the terms and conditions of the Offer at any time after the expiry of the Acceptance Period and prior to the date that falls on the sixth month anniversary of the date of the Transfer Notice. For the avoidance of doubt, the Selling Shareholder may not accept any Offer after the sixth month anniversary of the date of the relevant Transfer Notice unless it issues a new Transfer Notice and offers the Remaining Shareholder the options set out in Clause 12.6.

If a Sale Notice is issued as set out in Clause 12.6(c), the Selling Shareholder shall procure that the Offeror purchase such number of Shares from the Remaining Shareholder as specified by the Remaining Shareholder provided that if the number of Shares that the Offeror is seeking to acquire is less than the total number of Shares held by the Remaining Shareholder, the Remaining Shareholder may only issue a Sale Notice in respect of such number of Shares as the Offeror is seeking to acquire.

Completion of transfer

completion of the transfer of the Shares shall take place seven Business Days after the date of expiry of the Acceptance Period (the “Transfer Date”) and at such reasonable time and place as the Shareholders agree or, failing which, at noon at the registered office of the Company;

the Selling Shareholder and, if relevant, the Remaining Shareholder shall deliver to the Offeror in respect of the Shares which they are selling on or before the Transfer Date:

duly executed instrument of transfer; and

if issued and existing, the relevant share certificates,

the Selling Shareholder shall procure that the Offeror pays the total consideration due for the Shares to the Selling Shareholder and, if applicable, the Remaining Shareholder by same day transfer of funds to the bank account(s) notified to it for the purpose on the Transfer Date;

if applicable, completion of the sale of the Shares of the Selling Shareholder and the Remaining Shareholder must take place simultaneously; and

in accordance with the provisions of Schedule 2.

Failure to complete sale

If the Selling Shareholder and/or, if relevant, the Remaining Shareholder fails or refuses to comply with its/their obligations in this Clause 12, the Company may authorise a person to execute and deliver the necessary transfer on its/their behalf. The Company may receive the purchase money in trust for the Selling Shareholder and/or, if relevant, the Remaining Shareholder and cause the Offeror to be registered as the holder of the Shares being sold. The receipt by the Company of the purchase money shall be a good discharge to the Offeror (who shall not be bound to see to the application of those monies). After the Offeror has been registered as holder of the Shares being sold in purported exercise of these powers, the validity of the Proceedings shall not be questioned by any person.

If a Shareholder fails or refuses to transfer any Shares in accordance with this Clause 12, any other Shareholder may serve a default notice. At the end of the period of 5 Business Days from the date of service of such a default notice (unless the non-compliance has previously been remedied to the reasonable satisfaction of the other Shareholder), the defaulting Shareholder shall not be entitled to exercise any of its/their powers or rights in relation to management of, and participation in the profits of, the Company under this Agreement, the Constitution or otherwise. The Directors appointed by the defaulting Shareholder (or its predecessor(s) in title) shall not:

be entitled to vote at any board meeting;

be required to attend any meeting of directors in order to constitute a quorum; or

be entitled to receive or request any information from the Company.

General

TERM AND TERMINATION

Termination

Termination by consent

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Termination Event:

A termination event occurs if:

a Shareholder commits a material breach of its obligations under this Agreement or any Transaction Document (whether such breach or breaches amount to a repudiatory breach or breaches or not) (“Material Breach”) and, if the breach is capable of remedy, fails to remedy the breach within 20 Business Days of being specifically required in writing so to do by the other Shareholder;

a Shareholder sells or otherwise disposes of all or substantially all of its undertaking or assets (other than a sale or disposition that is to an Affiliate of such Shareholder);

a Change of Control of a Shareholder is consummated (other than a transaction described in Clause 13.4(a)(ii)) where the body corporate which acquires Control of such Shareholder is a Competitor;

a Shareholder fails to pay its debts generally as they become due or any material financial indebtedness of the Shareholder becomes payable or capable of being declared payable before its stated maturity date; or

an Insolvency Event occurs in relation to a Shareholder,

For the purposes of this Clause 13, “Defaulting Shareholder” means:

in the case of Clause 13.4(a)(i), the Shareholder that commits the Material Breach;

in the case of Clause 13.4(a)(ii), the Shareholder that disposes of all or substantially all of its undertaking or assets;

in the case of Clause 13.4(a)(iii), the Shareholder subject to the Change of Control;

in the case of Clause 13.4(a)(iv), the Shareholder that fails to pay its debts generally as they become due or the Shareholder whose material financial indebtedness becomes payable or capable of being declared payable before its stated maturity date;

in the case of Clause 13.4(a)(v), the Shareholder that is subject to the Insolvency Event;

Termination Event Notice

Termination Call Option

Following a Termination Event, if Kelly is the Defaulting Shareholder, PAPAC has the option (a “Termination Call Option”) to purchase all (but not some only) of the Sale Shares of Kelly by serving a notice in writing on Kelly and the Company (the “Termination Call Notice”).

Following a Termination Event, if PAPAC is the Defaulting Shareholder, Kelly has the option (a “Termination Put Option”) to sell all (but not some only) of the Sale Shares of Kelly by serving a notice in writing on PAPAC and the Company (the “Termination Put Notice”).

To be valid, a Termination Call Notice or Termination Put Notice must be served within a period of 90 Business Days after the date on which the Non-Defaulting Shareholder is notified in writing under Clause 13.5 (or otherwise becomes actually aware) that the relevant Termination Event has occurred (the “Termination Call Period” or “Termination Put Period”), provided that if the Non-Defaulting Shareholder has given the Defaulting Shareholder notice under Clause 13.4(a)(i) to remedy a Material Breach, such 90 Business Day period shall not commence until the date on which the 20 Business Day period referred to in Clause 13.4(a)(i) expires.

Exit Put/Call Option

Option Price

USD 1.12 (as adjusted to take into account any stock split, stock dividend, combination of shares, recapitalization or similar transaction on or after the date of this Agreement); and

the amount calculated as follows:

EBITDA;

8;

the aggregated number of issued and outstanding Shares as at the time of the transfer of the Sale Shares.

Transfer of Sale Shares

duly executed instruments of transfer for all of the Sale Shares; and

if issued and existing, the relevant share certificates for each of the Sale Shares,

Business pending registration

Mechanics of transfers

Survival

General

No other acquisition of Kelly Shares

DEADLOCK

If the Shareholders are unable to arrive at a decision on any Reserved Matter, then a deadlock shall be deemed to have occurred in relation to the matter. Whenever a deadlock is deemed to have occurred, each Shareholder may, within twenty Business Days of the event that has given rise to the deadlock, give written notice to the other Shareholder that in its opinion there is a deadlock (“Deadlock Notice”) and identifying the matter over which the Shareholders are deadlocked.

If the deadlock has not been resolved within a period of twenty Business Days following service of the Deadlock Notice the Shareholders shall forthwith refer the matter which has given rise to the deadlock to the chief operating officer (or similar position) of each of the Shareholders and shall each use all reasonable endeavours in good faith to resolve the dispute.

If the deadlock has not been resolved within a period of forty Business Days following the service of the Deadlock Notice the Shareholders shall forthwith refer the matter which has given rise to the deadlock to the chief executive officer (or similar position) of each of the Shareholders and shall each use all reasonable endeavours in good faith to resolve the dispute.

If the deadlock has not been resolved within a period of sixty Business Days following the service of the Deadlock Notice (or such other date agreed between the Shareholders), the deadlock will be deemed to have lapsed and no decision on the relevant matter will be deemed to have been made.

CONFIDENTIALITY AND ANNOUNCEMENTS

Confidentiality

This Clause 15 applies to all Confidential Information disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party or members of its Shareholder Group and their directors, officers, employees, agents and advisors (the “Disclosing Party”) to any other Party or member of its Shareholder Group and their directors, officers, employees, agents and advisors (the “Receiving Party”) whether before or after the date of this Agreement.

During the term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall:

keep the Confidential Information confidential;

not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clauses 15.1(c) and 15.1(d); and

not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

During the term of this Agreement, the Receiving Party may disclose the Confidential Information to (i) the members of its Shareholder Group, (ii) any of its employees or advisers or those of members of the Group (the “Recipient”) to the extent that it is necessary for the purposes of this Agreement.

The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall remain responsible for any breach of this Clause 15 by the Recipient.

The obligations contained in Clauses 15.1(b) to 15.1(d) shall not apply to any Confidential Information which:

at the date of this Agreement, or at any time after the date of this Agreement, comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;

can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to it being disclosed by the Disclosing Party to the Receiving Party;

subsequently comes lawfully into the possession of the Receiving Party from a third party; or

is required to be disclosed by law or any court of competent jurisdiction, any governmental, official or regulatory authority or any binding judgment, order or requirement of any other competent authority.

The obligations contained in Clauses 15.1(b) to 15.1(d) shall not apply to financial, tax or other information regarding the Group Companies provided or otherwise made available to either Shareholder in accordance with Clause 9 to the extent such information is required by applicable law, rule, regulation or securities exchange listing requirement to be included or incorporated by reference in any report, return or other document filed by such Shareholder or any member of its Group with any governmental or tax authority or securities exchange.

Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause 15 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause 15.

Directors

Announcements

Subject to the provisions of Clause 15.3(b), no disclosure or announcement relating to the existence or subject matter of this Agreement shall be made or issued by or on behalf of any Party or any member of the group of companies of which that Party is a member without the prior written approval of the other Parties (which approval may be subject to reasonable conditions but shall otherwise not be unreasonably withheld or delayed) provided that these restrictions shall not apply to any disclosure or announcement if required by any law, applicable securities exchange, supervisory, regulatory or governmental body.

Nothing in this Agreement will prohibit the Parties from making or sending after the Closing Date any announcement to a customer, client or supplier of any member of the Group informing it of the establishment of the Business.

The Party making the disclosure or announcement shall use its reasonable endeavours to consult with the other Parties in advance as to the form, content and timing of the disclosure or announcement.

[INTENTIONALLY BLANK]

NO PARTNERSHIP

COUNTERPARTS

FURTHER ASSURANCE

VARIATION, WAIVER AND CONSENT

No variation or waiver of any provision or condition of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties (or, in the case of a waiver, by or on behalf of the Party waiving compliance).

Unless expressly agreed, no variation or waiver of any provision or condition of this Agreement shall constitute a general variation or waiver of any provision or condition of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation or waiver, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied or waived.

Any consent granted under this Agreement shall be effective only if given in writing and signed by the consenting Party and then only in the instance and for the purpose for which it was given.

ENTIRE AGREEMENT

NO THIRD PARTY RIGHTS

NOTICES

Save as otherwise provided in this Agreement, any notice, demand or other communication (“Notice”) to be given by any Party under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the Party giving it. Any Notice shall be served by sending it by to the number set out in Clause 23.2, or delivering it by hand to the address set out in Clause 23.2 and in each case marked for the attention of the relevant Party set out in Clause 23.2 (or as otherwise notified from time to time in accordance with the provisions of this Clause 23). Any Notice so served by fax or hand shall be deemed to have been duly given or made as follows:

if sent by fax, at the time of transmission; or

in the case of delivery by hand, when delivered,

The addresses and fax numbers of the Parties for the purpose of Clause 23.1 are as follows:

Kelly

PAPAC

the Company

All Notices issued under Clause 23.1 shall be in English language.

A Party may notify all other Parties to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this Clause 23, provided that such notice shall only be effective on:

the date specified in the notification as the date on which the change is to take place; or

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

In proving service, it shall be sufficient to prove that the envelope containing such notice was properly addressed and delivered to the address shown thereon or that the facsimile transmission was made and a facsimile confirmation report was received, as the case may be.

COSTS

Each of the Parties shall be responsible for its own legal, accountancy and other costs, charges and expenses incurred in connection with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement.

Each Party undertakes to the others that the Company has not paid and will not pay (in connection with the subscription contemplated by this Agreement) any legal, accounting or other professional charges, fees, expenses or commissions relating to the subscription of the Shares including any such costs incurred in connection with any investigation of the affairs of the Company or the negotiation, preparation, execution and carrying into effect of this Agreement.

TIME OF THE ESSENCE

time is expressly stated to be of the essence in relation to that obligation; or

one Party fails to perform an obligation by the time specified in this Agreement and the other Parties serve a notice on the defaulting Party requiring it to perform the obligation by a specified time and stating that time is of the essence in relation to that obligation.

SEVERABILITY

ASSIGNMENT

GOVERNING LAW AND SUBMISSION TO JURISDICTION

Governing law

Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

Each party agrees that the arbitration agreement set out in this Clause 28.2 and the arbitration agreement contained in each Ancillary Agreement shall together be deemed to be a single arbitration agreement.

Any party to an arbitration commenced pursuant to this Clause 28.2 may, prior to the constitution of an arbitration tribunal in respect of that arbitration, join any party to this Agreement or any Ancillary Agreement to that arbitration by delivery of a notice to the party it seeks to join at the address given for the sending of notices under this Agreement or the relevant Ancillary Agreement (as applicable).

Any party to this Agreement or any Ancillary Agreement may, subject to and in accordance with the SIAC Rules, be joined to any arbitration commenced under this Agreement or any Ancillary Agreement and each party consents to such joinder for the purposes of the SIAC Rules.

The parties agree to the consolidation of any two or more arbitrations commenced pursuant to this Clause 28.2 and/or the arbitration agreement contained in any Ancillary Agreement, subject to and in accordance with the SIAC Rules. For the avoidance of doubt, this Clause 28.2 is an agreement in writing by all parties to any arbitrations to be consolidated for the purposes of the SIAC Rules.

The parties agree that if an arbitration tribunal has been constituted in more than one of the arbitrations in respect of which consolidation is sought pursuant to Clause 28.2, the arbitration tribunal which shall have the power to order consolidation shall be the arbitration tribunal appointed first in time.

To the extent permitted by law, each party waives any objection, on the basis that a Proceeding has been resolved in a manner contemplated by this Clause 28.2, to the validity and/or enforcement of any arbitral award.

Interim relief

Language

Any change in the name or branding of any Group Company which uses the “Kelly” name or branding (other than “PERSOLKELLY” name or branding).

The granting or entering into of any such license, agreement or arrangement concerning the “Kelly” name or any intellectual property rights of the Kelly Group (other than license, agreement or arrangement concerning “PERSOLKELLY” name)

Unless otherwise expressly provided for in this Agreement, the making of any compromise or arrangement with the Company’s creditors, any application for the appointment of a receiver or an administrator over the Company’s assets or the winding up of the Company (whether voluntarily or compulsorily).

TRANSFER TERMS

Any sale and/or transfer of Shares pursuant to this Agreement shall be on terms that those Shares:

are transferred with full legal and beneficial title free from all Encumbrances; and

are transferred with the benefit of all rights attaching to them as at the date of the agreement to sell or transfer the Shares as appropriate but without the benefit of any other warranties or representations whatsoever.

APPROVAL

REGISTRATION

FURTHER ASSURANCE

RETURN OF DOCUMENTS, ETC.

LOANS, BORROWINGS, GUARANTEES AND INDEMNITIES

Upon a transfer of all the Shares held by a Shareholder:

the continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to the continuing Shareholder for such value as may be agreed between the transferring Shareholder and the continuing Shareholder, or failing agreement with the continuing Shareholder, are repaid by the Company;

all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be repaid; and

the continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on its part) to procure the release of any guarantees, indemnities, security or other comfort given by the transferring Shareholder to or in respect of the Company or its Business and, pending such release, shall indemnify the transferring Shareholder in respect of them.

Any assumption of the obligations of a transferring Shareholder by the continuing Shareholder is without prejudice to the right of the continuing Shareholder and/or the Company to claim from the transferring Shareholder in respect of liabilities arising prior to the completion date of the transfer of Shares.

ASSUMPTION OF OBLIGATIONS

REMOVAL OF APPOINTEES

If a Shareholder ceases to be a Shareholder it shall immediately upon transfer of its Shares procure the resignation of all its appointees to the board. If the continuing Shareholder requests, it shall do all such things and sign all such documents as may otherwise be necessary to procure the resignation or dismissal of such persons in a timely manner.

Those resignations shall take effect without any liabilities on the Company for compensation for loss of office or otherwise except to the extent that the liability arises in relation to a service contract with a Director who was acting in an executive capacity. Any Shareholder removing a Director appointed by it shall fully indemnify and hold harmless the other Shareholder and the Company from and against any claim for unfair or wrongful dismissal arising out of such removal.

[I]/[We]* will become a shareholder of [●] (Company).

[I]/[We]* make this Deed in connection with the Joint Venture Agreement dated [date] between the Company, Kelly Services, Inc. and Persol Asia Pacific Pte Ltd. (the “Joint Venture Agreement”).

Unless otherwise specified, words and expressions defined or used in the Joint Venture Agreement shall have the same meanings when used in this Deed.

[I]/[We]* confirm that [I]/[we]* have received a copy of the Joint Venture Agreement and that [I]/[we]* have read and understand the contents of the Joint Venture Agreement.

After considering factors including the Joint Venture Agreement, [I]/[we]* agree to acquire [number] Share[s] and to hold such Share[s] subject to the Constitution.

[I]/[We]* further agree and undertake to, as from the date of this Deed, comply with and be bound by all the provisions of the Joint Venture Agreement in all respects as if [I was]/[we were]* a party to the Joint Venture Agreement and [was]/[were]* named in it as a Party, [Kelly/PAPAC] and a Shareholder and on the basis that references in it to each of Party and Shareholder include a separate reference to [me]/[us]*.

[I]/[We]* understand and acknowledge that:

the Joint Venture Agreement is a private agreement creating personal obligations between the parties to it, and does not bind other Shareholders unless they themselves adhere to it;

this Deed is made for the benefit of the parties to the Joint Venture Agreement and every other person who after the date of the Joint Venture Agreement (and whether before or after the execution of this Deed) adheres to it; and

this Deed binds [me]/[us]* and [me]/[us]* alone in [my]/[our]* capacity as a person but not as a Shareholder, and this Deed does not bind or purport to bind any other person or Shareholder.

[My]/[Our]* address and other contact information for the purpose of Clause 23 of the Joint Venture Agreement are as follows:

This Deed shall be governed by and construed in accordance with the laws of Singapore.

Director

Director/Secretary]

Delete as appropriate

Interpretation

Definitions

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in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

(a)by means of the holding of shares, or the exercise of voting power, in or in relation to that or any other body corporate; or

(b)by virtue of any powers conferred by the constitutional or corporate documents regulating that or any other body corporate, or any other document,

and a “Change of Control”, in relation to that body corporate, occurs if a person who Controls it ceases to do so or if another person acquires Control of it.

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Signed for and on behalf of

Kelly Services, Inc.

by:

)        

)

)

/s/ Peter W. Quigley

Peter W. Quigley

President and Chief Executive Officer

Signed for and on behalf of

Persol Asia Pacific Pte. Ltd.

by:

)

)

)

/s/ Takayuki Yamazaki

Signed for and on behalf of

PERSOLKELLY Pte. Ltd.

by:

)

)

)

/s/ Takayuki Yamazaki

Takayuki Yamazaki

Director and Chairman