Amendment Agreement to Share Sale Agreement between Humanis Group Limited and Westaff Inc.
This agreement amends a previous Share Sale Agreement dated September 29, 2008, between Humanis Group Limited and Westaff Inc. Humanis agrees to waive certain settlement conditions and its right to terminate the agreement if Westaff (Australia), subject to GE's approval, transfers $3 million to a specified trust account for settlement purposes. Upon confirmation of the funds, Humanis will proceed with settlement within three working days. The agreement is signed by representatives of Humanis Group, Westaff Inc., and Westaff (Australia) Pty Ltd.
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Exhibit 2.1.1
[HUMANIS GROUP LETTERHEAD]
Humanis Group Limited
ABN 76128 826 982
Level 6
31 Queen Street
Melbourne Victoria 3000
Australia
Private and Confidential
31 October 2008
Mr Michael Willis
298 N. Wiget Lane
Walnut Creek,
California 94598
Amendment Agreement
Further to the Share Sale Agreement dated the 29th September 2008, on the condition the following occurs Humanis will waive any conditions precedent for settlement and our right to terminate:
- •
- Subject to GE enabling Westaff (Australia) will electronically transfer $3 million to the trust account of Mallesons Stephen Jacques (BSB 083 026 Account Number ###-###-####) for immediate use against the settlement of Westaff Australia and New Zealand,
On receipt and evidence of these funds with Mallesons Stephen Jacques, Humanis will initiate settlement procedures and do so within 3 working days. On this assumption this occurs Monday, settlement will take place on Thursday the 6th of November or earlier.
| Yours sincerely | Accepted by | |
/s/ JEFF JONES Jeff Jones Director Humanis Group | /s/ MICHAEL WILLIS Michael Willis CEO & President Westaff Inc |
Mr Nigel Haworth
Managing Director
Westaff (Australia) Pty Ltd
100 Albert Road
South Melbourne Victoria
31 October 2008
Payment Authority.
Please pay immediately $3 million from drawings against the GE Facility to the trust account of Mallesons Stephen Jacques, BSB 063 026 Account Number ###-###-####.
| Yours sincerely | ||
/s/ MICHAEL WILLIS Michael Willis CEO & President Westaff Inc |
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- Exhibit 2.1.1
Humanis Group Limited ABN 76128 826 982 Level 6 31 Queen Street Melbourne Victoria 3000 Australia
Payment Authority.
