Forbearance Agreement among PureSpectrum, Inc., Barclay Lyons, LLC, The EP Group, Inc., War Chest Capital Multi-Strategy Fund, LLC, and Others

Summary

This agreement is between PureSpectrum, Inc., its CEO Gregory Clements, several creditors, and Barclay Lyons, LLC. PureSpectrum acknowledges it is in default on certain promissory notes and cannot pay its debts. The creditors and lender agree not to foreclose or collect proceeds from inventory sales for six months, provided PureSpectrum issues 2 million shares of Series B Preferred Stock to the lender and amends the debt contracts to more favorable terms for the creditors by December 20, 2010. The original debt obligations remain in effect and continue to accrue interest.

EX-10.1 2 a6508910ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 AGREEMENT --------- 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: - -------------------------------------------------------------------------------- PureSpectrum, Inc. The EP Group, Inc. By: /s/Gregory Clements By: /s/ Evan Prizer --------------------- ----------------- Gregory Clements Evan Prizer Chief Executive Officer - -------------------------------------------------------------------------------- LENDER: - -------------------------------------------------------------------------------- Barclay Lyons LLC War Chest Capital Multi-Strategy Fund, LLC By: War Chest Capital Partners, LLC By: /s/Todd Violette Managing Member ------------------ Todd Violette Managing Director By: /s/Howard Blum ---------------- Howard Blum, Managing Member - -------------------------------------------------------------------------------- Greyhawk Equities, LLC By: /s/Dan Garber --------------- Dan Garber Managing Member Exhibit A Amount of Debts for Lender and Creditors - -------------------------------------------------------------------------------- Lender/Creditor Total Principal Amount of Debt (not including interest) - -------------------------------------------------------------------------------- Barclay Lyons, LLC $280,000 - -------------------------------------------------------------------------------- The EP Group, Inc. $275,000 - -------------------------------------------------------------------------------- War Chest Capital Multi-Strategy Fund, LLC $175,000 - -------------------------------------------------------------------------------- Greyhawk Equities, LLC $75,000 - --------------------------------------------------------------------------------