Exhibit 10.1
AMENDMENT No. 3 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 3 to Securities Purchase Agreement, dated as of
November 13, 2006, shall serve to amend (a) the Securities Purchase
Agreement, dated as of November 4, 2005, by and among Monarch Staffing,
Inc. (formerly, MT Ultimate Healthcare Corp.), a Nevada corporation with
its headquarters located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ #▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and each of the Buyers set forth therein, as
heretofore amended (the "Agreement"), (b) the Callable Secured Convertible
Notes issued thereunder, and (c) the Registration Rights Agreement entered
into pursuant thereto. Capitalized terms used, but not defined, herein
have the respective meanings set forth in the Agreement.
1. Section 4(o) of the Agreement is hereby amended by changing the
reference to "March 31, 2005" in the first sentence thereof to "December
15, 2006".
2. Section 3.3 of each of the Notes is hereby amended by (a) changing
the reference to "within two hundred twenty five (225) days following the
Closing Date (as defined in the Purchase Agreement)" in the first sentence
thereof to "on or before December 15, 2006", (b) changing the reference to
"within three hundred fifteen (315) days following the Closing Date (as
defined in the Purchase Agreement)"in the first sentence thereof to "on or
before April 30, 2007" and (c) changing the reference to "within three
hundred forty (340) days" in the proviso to the first sentence thereof to
"on or before May 25, 2007".
3. Section 2(a) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "sixty (60) days" in the first
sentence thereof to "two hundred twenty (225) days".
4. Section 2(c) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "three hundred fifteen (315) days
from the date of Closing (as defined in the Securities Purchase Agreement)"
in the second sentence thereof to "April 30, 2007", (b) changing the
reference to "the end of the aforementioned three hundred fifteen (315) day
period" in clause (i) of the third sentence thereof to "April 30, 2007",
and (c) changing the reference to "the end of such three hundred fifteen
(315) day period" in the fifth sentence thereof to "April 30, 2007".
5. Section 3(a) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "three hundred fifteen (315) days
from the date of Closing" therein to "April 30, 2007".
6. All other provisions of the Agreement shall remain in full force
and effect.
7. In consideration of the amendments set forth in paragraphs one
through five above, the Company agrees to issue to the Buyers, concurrently
with the execution hereof, warrants to purchase an aggregate of 166,667
shares of Common Stock in the form attached hereto as Exhibit A (such
warrants to be allocated among the Buyers in proportion to their respective
commitments to purchase the Notes under the Agreement).
ACCEPTED AND AGREED:
MONARCH STAFFING, INC.
By:
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman
AJW PARTNERS, LLC
By: SMS Group, LLC
By:
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By:
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By:
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLP
By:
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager