-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrwcUBRuN4NvZbgyW94ExVM5YUYtdDKx5A1oGgXw97XciLfbKN6TGmyLzw9EzrJg kEq+ewyiJb9ChyUlmpHDjA== 0000912057-96-015570.txt : 19960729 0000912057-96-015570.hdr.sgml : 19960729 ACCESSION NUMBER: 0000912057-96-015570 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960726 SROS: NASD GROUP MEMBERS: CHRISTIANE TURNER GROUP MEMBERS: CYPRESS INTERNATIONAL PARTNERS LIMITED GROUP MEMBERS: CYPRESS PARTNERS LP GROUP MEMBERS: DAVID FURTH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORCE CORP CENTRAL INDEX KEY: 0000006814 STANDARD INDUSTRIAL CLASSIFICATION: COSTUME JEWELRY & NOVELTIES [3960] IRS NUMBER: 362362248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30511 FILM NUMBER: 96599671 BUSINESS ADDRESS: STREET 1: 2001 MARCUS AVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 7084417300 MAIL ADDRESS: STREET 1: 500 CENTRAL AVENUE CITY: NORTHFIELD STATE: IL ZIP: 60093 FORMER COMPANY: FORMER CONFORMED NAME: LORI CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APECO CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PHOTOCOPY EQUIPMENT CO DATE OF NAME CHANGE: 19710516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS PARTNERS LP CENTRAL INDEX KEY: 0000820988 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O JOSEPH J KEENAN STREET 2: 865 S FIGUEROA ST SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2138916304 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 COMFORCE CORPORATION -------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE ----------------------------- (Title of Class of Securities) 20038K10 -------- (CUSIP Number) MR. JOSEPH J. KEENAN 865 S. FIGUEROA STREET, SUITE 1500 LOS ANGELES, CALIFORNIA 90017 ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 29, 1996 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement. /X/ (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (continued on following pages) (Page 1 of 13 Pages) [1]The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 20038K10 PAGE 2 OF 13 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cypress Partners, L.P. IRS No. 13-6312316 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 620,000 SHARES BENEFICIALLY ------------------------------ 8 SHARED VOTING POWER OWNED BY None EACH ------------------------------ 9 SOLE DISPOSITIVE POWER REPORTING 620,000 PERSON ------------------------------ 10 SHARED DISPOSITIVE POWER WITH None ------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 620,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 20038K10 PAGE 3 OF 13 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cypress International Partners Limited - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 110,000 SHARES BENEFICIALLY ------------------------------ 8 SHARED VOTING POWER OWNED BY None EACH ------------------------------ 9 SOLE DISPOSITIVE POWER REPORTING 110,000 PERSON ------------------------------ 10 SHARED DISPOSITIVE POWER WITH None ------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 20038K10 PAGE 4 OF 13 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David Furth - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 4,000 SHARES BENEFICIALLY ------------------------------ 8 SHARED VOTING POWER OWNED BY None EACH ------------------------------ 9 SOLE DISPOSITIVE POWER REPORTING 4,000 PERSON ------------------------------ 10 SHARED DISPOSITIVE POWER WITH None ------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 20038K10 PAGE 5 OF 13 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christiane Turner - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 3,000 SHARES BENEFICIALLY ------------------------------ OWNED BY 8 SHARED VOTING POWER None EACH ------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 3,000 PERSON ------------------------------ WITH 10 SHARED DISPOSITIVE POWER None ------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION 6 of 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 S T A T E M E N T Pursuant to Section 13(d) of the Securities and Exchange Act and Rule 13d-1 of the Securities and Exchange Commission CYPRESS PARTNERS, L.P. CYPRESS INTERNATIONAL PARTNERS LIMITED DAVID FURTH CHRISTIANE TURNER 7 of 13 The following statement is submitted by Cypress Partners, L.P. ("Cypress"), Cypress International Partners Limited ("Cypress International"), David Furth and Christiane Turner (Cypress, Cypress International, Mr. Furth and Ms. Turner are collectively referred to herein as the "Reporting Parties") in accordance with the provisions of Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-1 of the Securities and Exchange Commission (the "Commission"). ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock of Comforce Corporation, a Delaware corporation (the "Issuer"), 2001 Marcus Avenue, Lake Success, New York 11042. As further described herein, the Reporting Parties purchased shares of the Issuer's Series E Convertible Participating Preferred Stock (the "Series E Preferred Stock") in private placements on April 26, 1996. This statement has been submitted by the Reporting Parties because the Designation of Rights and Preferences of the Series E Preferred Stock (the "Designation") (See Exhibit 7.1) provides that each share of Series E Preferred Stock automatically converts into 100 shares of the Issuer's Common Stock on the date the Issuer's Certificate of Incorporation is amended so that the Issuer has sufficient authorized and unissued shares of Common Stock to effect such conversion. The Issuer's Certificate of Incorporation has not been so amended, although the Stock Sale Agreements between the Reporting Parties and the Issuer (See Exhibits 7.2 - 7.5) contain the Issuer's representation and warranty that it will use its best efforts to cause such an amendment. The Issuer's revised preliminary proxy statement indicates that the Issuer intends to seek shareholder approval of such an amendment at its 1996 annual meeting, currently scheduled for July 29, 1996. The Designation also provides that each share of Series E Preferred Stock is entitled to 100 votes on all matters submitted to a vote of the stockholders of the Issuer. ITEM 2. IDENTITY AND BACKGROUND This statement is filed for: CYPRESS Cypress, a New York limited partnership, is a private investment partnership whose principal business and office address is 865 South Figueroa Street, Suite 1500, Los Angeles, California 90017. The general partners of Cypress are: - Robert A. Day, Jr. Trust Company of the West 865 South Figueroa Street Los Angeles, California 90017 8 of 13 Mr. Day is a U.S. citizen, principally occupied as Chairman, CEO & Managing Director of Trust Company of the West. Mr. Day is also the sole stockholder and Chairman of Oakmont Corporation, a California corporation ("Oakmont"), a registered investment advisor that provides investment advice to Cypress. - Steven D. Holzman Oakmont Corporation 865 South Figueroa Street Los Angeles, California 90017 Mr. Holzman is a U.S. citizen, principally occupied as Managing Director of Oakmont. CYPRESS INTERNATIONAL Cypress International, a British Virgin Islands limited liability company, is a private investment partnership whose principal business and office address is 865 South Figueroa Street, Suite 1500, Los Angeles, California 90017. Highland Partners, a California general partnership, is a registered investment adviser that manages the investments of Cypress International. Mr. Day and Mr. Holzman are the general partners of Highland Partners. The officers and directors of Cypress International are: - Damon P. DeLazlo President and Director Byron's Chambers Albany, Piccadilly London WTV 9RD Mr. DeLazlo is a U.K. citizen, principally occupied as Chairman of Harwin Engineers, Purbrick Vicary Ltd. Mr. DeLazlo is a director of Oakmont. - Peter L. Watts Vice President and Director P.O. Box 829 Charles House, Charles Street St. Helier, Jersey JE4 9NZ Channel Islands Mr. Watts is a U.K. citizen, principally occupied as Managing Director of Continental Financial Services Limited. 9 of 13 - Michael Fitzgerald Secretary and Director "Le Regina" 13-15 boulevard des Moulins MC 98000 Monaco Mr. Fitzgerald is a U.K. citizen, principally occupied as barrister and solicitor. - Mr. Holzman Director DAVID FURTH David Furth Oakmont Corporation 865 South Figueroa Street Los Angeles, California 90017 Mr. Furth is a U.S. citizen, principally occupied as a Senior Vice President at Oakmont. CHRISTIANE TURNER Christiane Turner Oakmont Corporation 865 South Figueroa Street Los Angeles, California 90017 Ms. Turner is a U.S. citizen, principally occupied as the Managing Director of Cypress and a Senior Vice President at Oakmont. There is no information to report with regard to criminal or civil proceedings for the above mentioned individuals or the Reporting Parties. The Reporting Parties are not a group for purposes of transacting in the securities of the Issuer nor have they entered into any agreement (other than for purposes of the joint filing of this statement - See Exhibit 7.6) to act in concert in relation to such securities. However, this statement is being filed jointly because (i) Mr. Day and Mr. Holzman are the general partners of Cypress and also the general partners of the investment manager for Cypress International; and (ii) Mr. Day is the sole stockholder and an officer of Oakmont Corporation, and Mr. Holzman, Mr. Furth and Ms. Turner are also officers of Oakmont. Therefore, as a result of these interrelationships and pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, the Reporting Parties have agreed to this joint filing. 10 of 13 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Parties expended the amounts shown below in their purchases of the number of shares shown below of Series E Preferred Stock. Payment was made from the working capital or personal funds of each of the Reporting Parties. No part of such payment was borrowed by any of the Reporting Parties. Number of Reporting Party Preferred Shares Funds Expended --------------- ---------------- -------------- Cypress 6,200 $3,410,000 Cypress International 1,100 605,000 Mr. Furth 40 22,000 Ms. Turner 30 16,500 ----- --------- Total: 7,370 $4,053,500 ITEM 4. PURPOSE OF TRANSACTION The Reporting Parties' purchases were made for investment purposes in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the Issuer. None of the Reporting Parties has any plan or proposal described in paragraphs (a) - (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Reporting Parties' holdings of Series E Preferred Stock, if converted into Common Stock at the conversion ratio of 100 shares of Common Stock per share of Preferred Stock, would result in the Reporting Parties holding the "as converted" number of shares of Common Stock and percentage ownership of the total number of shares of Common Stock outstanding shown below (based upon total outstanding shares of Common Stock of 9,343,198 as of June 14, 1996 as reported in the Issuer's Revised Preliminary Proxy Statement for its 1996 annual meeting). Number of "As Converted" "As Converted" Percentage Reporting Party Shares of Common Stock Ownership --------------- ---------------------- --------- Cypress 620,000 6.2% Cypress International 110,000 1.2 Mr. Furth 4,000 0.04 Ms. Turner 3,000 0.03 ------- ---- Total: 737,000 7.3% 11 of 13 Mr. Day and Mr. Holzman share dispositive power of all 6,200 shares of Series E Preferred Stock held by Cypress in their capacities as general partners of Cypress. Mr. Day and Mr. Holzman share dispositive power of all 1,100 shares of Series E Preferred Stock held by Cypress International in their capacities as general partners of Highland Partners, the investment manager of Cypress International. Mr. Furth and Ms. Turner each have dispositive power over the number of shares of Series E Preferred Stock shown above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Reporting Party and the Issuer have entered into a Stock Sale Agreement, each of which is filed as an exhibit hereto, with respect to the Reporting Party's purchase of Series E Preferred Stock. The Stock Sale Agreements contain representations and warranties by the Issuer with respect to the conversion of the Series E Preferred Stock to Common Stock, as described under Item 1 above. The Issuer has also filed an amendment to its Registration Statement on Form S-1 to register additional shares of Common Stock, including the shares of Common Stock that will be held by the Reporting Parties upon conversion of their shares of Series E Preferred Stock. The Reporting Parties were advised to this effect by letter from the Issuer's counsel dated April 29, 1996 (See Exhibit 7.7). In addition, the Designation provides the voting rights described under Item 1 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.1 Designation of Rights and Preferences of Series E Preferred Stock (filed as an exhibit to the Issuer's Quarterly Report on Form 10- Q/A for the period ended March 31, 1996 and incorporated by reference herein). Exhibit 7.2 Stock Sale Agreement between Cypress and the Issuer dated as of April 26, 1996 Exhibit 7.3 Stock Sale Agreement between Cypress International and the Issuer dated as of April 26, 1996. Exhibit 7.4 Stock Sale Agreement between Mr. Furth and the Issuer dated as of April 26, 1996. Exhibit 7.5 Stock Sale Agreement between Ms. Turner and the Issuer dated as of April 26, 1996. Exhibit 7.6 Agreement of Joint Filing by and between Cypress, Cypress International, Mr. Furth and Ms. Turner dated July __, 1996. 12 of 13 Exhibit 7.7 Letter dated April 29, 1996 from Issuer's counsel to Mr. Furth regarding registration of Reporting Parties' Common Stock. 13 of 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Cypress Partners, L.P. Cypress International Partners Limited By By ------------------------ -------------------------- Name: Robert A. Day Name: Title: General Partner Title: Date: July __, 1996 Date: July __, 1996 David Furth Christiane Turner ------------------------ ------------------------ David Furth Christiane Turner Date: July __, 1996 Date: July __, 1996 EX-7.2 2 EXHIBIT 7.2 Exhibit 7.2 Final 4/26/96 STOCK SALE AGREEMENT THIS STOCK SALE AGREEMENT (the "Agreement") made as of the 26th day of April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the "Company"), and Cypress Partners L.P. (the "Purchaser"). WHEREAS, among the stock the Company is authorized to issue is Series E Convertible Participating Preferred Stock (the "Series E Preferred Stock") having terms and preferences (the "Terms") set forth in Exhibit A hereto; and WHEREAS, the Company desires to issue 6,200 shares of Series E Preferred Stock to the Purchaser and the Purchaser desires to purchase such shares from the Company, all in accordance with the terms herein set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue, sell and deliver to the Purchaser at the Closing (as hereinafter defined), and the Purchaser agrees to and will purchase from the Company, 6,200 shares of Series E Preferred Stock of the Company (the "Shares") for a selling price of $550 per share ($3,410,000 in the aggregate). SECTION 2. CLOSING. The Closing shall take place at 4:00 p.m. (Eastern time) on April 26, 1996, at such place as the parties shall agree. Such event is referred to as the "Closing" and such date and time are referred to as the "Closing Date." SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable by wire transfer of immediately available funds in accordance with the Company's wiring instructions attached hereto as Exhibit B. At the Closing, upon confirmation of receipt of $3,410,000 in immediately available funds in accordance with the Company's wiring instructions, the Company shall deliver to the Purchaser, a certificate or certificates for the Shares. SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes the following representations and warranties: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. (b) All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, issuance and delivery of the Shares of the Company being sold pursuant to this Agreement has been taken as of the date hereof. (c) The Shares, when issued, sold and delivered in accordance with the terms of the Agreement, shall be duly and validly issued, fully paid and nonassessable. (d) The Company shall use its best efforts to cause its Certificate of Incorporation to be amended so that all of the Shares can be converted into common stock of the Company, par value $.01 per share, in accordance with the Terms. SECTION 5. PURCHASERS' REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants to the Company that (i) it has been offered an opportunity to review the Company's annual report on Form 10-K for the year ended December 31, 1995, the Company's draft of a preliminary proxy statement for the annual meeting of shareholders to be held in 1996, and the current reports on Form 8-K filed by the Company with Securities and Exchange Commission (the "SEC") dated October 11, 1995 and October 31, 1995; (ii) it has been offered the opportunity to ask questions of appropriate officers of the Company with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iii) its purchase of the Shares is being made for the Purchaser's own account for investment purposes and with no intention of resale; (iv) the Purchaser has the requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Shares; (v) it is aware that the Shares are "restricted securities" within the meaning of such term under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the "Securities Act")), and that, if the Purchaser at any time is deemed to be an "affiliate" of the Company, the Shares will be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vi) it is aware that until the Shares are registered under the Securities Act, it may be unable to liquidate its investment in the Shares despite a need to do so; and (vii) it is aware that the certificate or certificates evidencing the Shares purchased by it (or which are subsequently converted into shares of common stock of the Company pursuant to Section 2 herein) will bear a legend conditioning the transfer of the Shares upon the receipt of a satisfactory opinion to the effect that any proposed transfer of the Shares is exempt from registration under the Securities Act, or the like. The Purchaser makes no other representations or warranties, express or implied, to the Company. SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to issue, sell and deliver the Shares to the Purchaser shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. 2 (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Company shall have performed and complied with in all material respects all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold harmless the Company from the commission, fee or claim of any person, firm or corporation employed or retained or claiming to be employed or retained by the Purchaser to bring about, or to represent it in, the transaction contemplated hereby. The Company will indemnify and hold harmless the Purchaser from the commission, fee or claim of any person, firm or corporation employed or retained by the Company to bring about, or to represent it in, the transaction contemplated hereby. SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend, modify or supplement this Agreement except by a writing signed by both of the parties hereto. SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective successors, assignees, heirs and legal representatives, and neither party shall be entitled to assign its rights hereunder except upon the other party's prior written consent. SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties hereto with respect to the purchase of the Shares and the other transactions contemplated herein, and supersedes all prior understandings and agreements of the parties with respect to the subject matter hereof. 3 SECTION 12. HEADINGS. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. SECTION 14. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMFORCE Corporation By: ------------------------------ Title: --------------------------- Cypress Partners L.P. By: ------------------------------ Title: ---------------------------- 4 EX-7.3 3 EXHIBIT 7.3 Exhibit 7.3 Final 4/26/96 STOCK SALE AGREEMENT THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the "Company"), and Cypress International Partners Limited (the "Purchaser"). WHEREAS, among the stock the Company is authorized to issue is Series E Convertible Participating Preferred Stock (the "Series E Preferred Stock") having terms and preferences (the "Terms") set forth in Exhibit A hereto; and WHEREAS, the Company desires to issue 1,100 shares of Series E Preferred Stock to the Purchaser and the Purchaser desires to purchase such shares from the Company, all in accordance with the terms herein set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue, sell and deliver to the Purchaser at the Closing (as hereinafter defined), and the Purchaser agrees to and will purchase from the Company, 1,100 shares of Series E Preferred Stock of the Company (the "Shares") for a selling price of $550 per share ($605,000 in the aggregate). SECTION 2. CLOSING. The Closing shall take place at 4:00 p.m. (Eastern time) on April 26, 1996, at such place as the parties shall agree. Such event is referred to as the "Closing" and such date and time are referred to as the "Closing Date". SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable by wire transfer of immediately available funds in accordance with the Company's wiring instructions attached hereto as Exhibit B. At the Closing, upon confirmation of receipt of $605,000 in immediately available funds in accordance with the Company's wiring instructions, the Company shall deliver to the Purchaser, a certificate or certificates for the Shares. SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes the following representations and warranties: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. (b) All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, issuance and delivery of the Shares of the Company being sold pursuant to this Agreement has been taken as of the date hereof. (c) The Shares, when issued, sold and delivered in accordance with the terms of the Agreement, shall be duly and validly issued, fully paid and nonassessable. (d) The Company shall use its best efforts to cause its Certificate of Incorporation to be amended so that all of the Shares can be converted into common stock of the Company, par value $.01 per share, in accordance with the Terms. SECTION 5. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants to the Company that (i) it has been offered an opportunity to review the Company's annual report on Form 10-K for the year ended December 31, 1995, the Company's draft of a preliminary proxy statement for the annual meeting of shareholders to be held in 1996, and the current reports on Form 8-K filed by the Company with Securities and Exchange Commission (the "SEC") dated October 11, 1995 and October 31, 1995, (ii) it has been offered the opportunity to ask questions of appropriate officers of the Company with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iii) its purchase of the Shares is being made for the Purchaser's own account for investment purposes and with no intention of resale; (iv) the Purchaser has the requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risk of an investment in the Shares; (v) it is aware that the Shares are "restricted securities" within the meaning of such term under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the "Securities Act")), and that, if the Purchaser at any time is deemed to be an "affiliate" of the Company, the Shares will be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vi) it is aware that until the Shares are registered under the Securities Act, it may be unable to liquidate its investment in the Shares despite a need to do so; and (vii) it is aware that the certificate or certificates evidencing the Shares purchased by it (or which are subsequently converted into shares of common stock of the Company pursuant to Section 2 herein) will bear a legend conditioning the transfer of the Shares upon the receipt of a satisfactory opinion to the effect that any proposed transfer of the Shares is exempt from registration under the Securities Act, or the like. The Purchaser makes no other representations or warranties, express or implied, to the Company. SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to issue, sell and deliver the Shares to the Purchaser shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. 2. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions; (a) The representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Company shall have performed and complied with in all material respects all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold harmless the Company from the commission, fee or claim of any person, firm or corporation employed or retained or claiming to be employed or retained by the Purchaser to bring about, or to represent it in, the transaction contemplated hereby. The Company will indemnify and hold harmless the Purchaser from the commission, fee or claim of any person, firm or corporation employed or retained by the Company to bring about, or to represent it in, the transaction contemplated hereby. SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend, modify or supplement this Agreement except by a writing signed by both of the parties hereto. SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assignees, heirs and legal representatives, and neither party shall be entitled to assign its rights hereunder except upon the other party's prior written consent. SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties hereto with respect to the purchase of the Shares and the other transactions contemplated herein, and supersedes all prior understandings and agreements of the parties with respect to the subject matter hereof. 3. SECTION 12. HEADINGS. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. SECTION 14. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMFORCE Corporation By: ________________________________ Title: _____________________________ Cypress International Partners Limited By: ________________________________ Title: _____________________________ 4. EX-7.4 4 EXHIBIT 7.4 Exhibit 7.4 Draft 4/26/96 STOCK SALE AGREEMENT THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the "Company"), and David Furth, an individual (the "Purchaser"). WHEREAS, among the stock the Company is authorized to issue is Series E Convertible Participating Preferred Stock (the "Series E Preferred Stock") having terms and preferences (the "Terms") set forth in Exhibit A hereto; and WHEREAS, the Company desires to issue 40 shares of Series E Preferred Stock to the Purchaser and the Purchaser desires to purchase such shares from the Company, all in accordance with the terms herein set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue, sell and deliver to the Purchaser at the Closing (as hereinafter defined), and the Purchaser agrees to and will purchase from the Company, 40 shares of Series E Preferred Stock of the Company (the "Shares") for a selling price of $550 per share ($22,000.00 in the aggregate). SECTION 2. CLOSING. The Closing shall take place at ___ on April 26, 1996, at such place as the parties shall agree. Such event is referred to as the "Closing" and such date and time are referred to as the "Closing Date." SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be by wire transfer of immediately available funds in accordance with the Company's wiring instructions attached hereto as Exhibit A. At the Closing, upon confirmation of receipt of $22,000.00 in immediately available funds in accordance with the Company's wiring instructions, the Company shall deliver to the Purchaser, a certificate or certificates for the Shares. SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes the following representations and warranties: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. (b) All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, issuance and delivery of the Shares of the Company being sold pursuant to this Agreement has been taken as of the date hereof. (c) The Shares, when issued, sold and delivered in accordance with the terms of the Agreement, shall be duly and validly issued, fully paid and nonassessable. (d) The Company shall use its best efforts to cause its Certificate of Incorporation to be amended so that all of the Shares can be converted into common stock of the Company, par value $0.01 per share, in accordance with the Terms. SECTION 5. PURCHASERS' REPRESENTATIONS AND WARRANTS. The Purchaser represents and warrants to the Company that (i) it has been offered an opportunity to review the Company's annual report on Form 10-K for the year ended december 31, 1995, the Company's draft of a preliminary proxy statement for the annual meeting of shareholders to be held in 1996, and the current reports on Form 8-K filed by the Company with Securities and Exchange Commission (the "SEC") dated October 11, 1995 and October 31, 1995; (ii) it has been offered the opportunity to ask questions of appropriate officers of the Company with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iii) its purchase of the Shares is being made for the Purchaser's own account for investment purposes and with no intention of resale; (iv) the Purchaser has the requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Shares; (v) it is aware that the Shares are "restricted securities" within the meaning of such term under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the "Securities Act")), and that, if the Purchaser at any time is deemed to be an "affiliate" of the Company, the Shares will be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vi) it is aware that until the Shares are registered under the Securities Act, it may be unable to liquidate its investment in the Shares despite a need to do so; and (vii) it is aware that the certificate or certificates evidencing the Shares purchased by it (or which are subsequently converted into shares of common stock of the Company pursuant to Section 2 herein) will bear a legend conditioning the transfer of the Shares upon the receipt of a satisfactory opinion to the effect that any proposed transfer of the Shares is exempt from registration under the Securities Act, or the like. The Purchaser makes no other representations or warranties, express or implied, to the Company. SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to issue, sell and deliver the Shares to the Purchaser shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. 2. (b) There shall not be pending or threatened any action or proceeding by or before any court or other government body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Purchaser shall have performed and complied with all its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Company shall have performed and complied with in all material respects all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold harmless the Company from the commission, fee or claim of any person, firm or corporation employed or retained or claiming to be employed or retained by the Purchaser to bring about, or to represent it in, the transaction contemplated hereby. The Company will indemnify and hold harmless the Purchaser from the commission, fee or claim of any person, firm or corporation employed or retained by the Company to bring about, or to represent it in, the transaction contemplated hereby. SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend, modify or supplement this Agreement except by a writing signed by both of the parties hereto. SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assignees, heirs and legal representatives, and neither party shall be entitled to assign its rights hereunder except upon the other party's prior written consent. SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties hereto with respect to the purchase of the Shares and the other transactions contemplated herein, and supersedes all prior understandings and agreements of the parties with respect to the subject matter hereof. 3. SECTION 12. HEADINGS. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. SECTION 14. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMFORCE Corporation By: ____________________________ Title: _________________________ ________________________________ David Furth 4. EX-7.5 5 EXHIBIT 7.5 Exhibit 7.5 Draft 4/26/96 STOCK SALE AGREEMENT THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the "Company"), and Christiane L. Turner, an individual (the "Purchaser"). WHEREAS, among the stock the Company is authorized to issue is Series E Convertible Participating Preferred Stock (the "Series E Preferred Stock") having terms and preferences (the "Terms") set forth in Exhibit A hereto; and WHEREAS, the Company desires to issue 30 shares of Series E Preferred Stock to the Purchaser and the Purchaser desires to purchase such shares from the Company, all in accordance with the terms herein set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue, sell and deliver to the Purchaser at the Closing (as hereinafter defined), and the Purchaser agrees to and will purchase from the Company, 30 shares of Series E Preferred Stock of the Company (the "Shares") for a selling price of $550 per share ($16,500.00 in the aggregate). SECTION 2. CLOSING. The Closing shall take place at ________ on April 26, 1996, at such place as the parties shall agree. Such event is referred to as the "Closing" and such date and time are referred to as the "Closing Date". SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable by wire transfer of immediately available funds in accordance with the Company's wiring instructions attached hereto as Exhibit A. At the Closing, upon confirmation of receipt of $16,500.00 in immediately available funds in accordance with the Company's wiring instructions, the Company shall deliver to the Purchaser, a certificate or certificates for the Shares. SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes the following representations and warranties: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. (b) All corporate action on the part of the Company and its officers, directors and shareholders necessary for the authorization, issuance and delivery of the Shares of the Company being sold pursuant to this Agreement has been taken as of the date hereof. (c) The Shares, when issued, sold and delivered in accordance with the terms of the Agreement, shall be duly and validly issued, fully paid and nonassessable. (d) The Company shall use its best efforts to cause its Certificate of Incorporation to be amended so that all of the Shares can be converted into common stock of the Company, par value $0.01 per share, in accordance with the Terms. SECTION 5. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants to the Company that (i) it has been offered an opportunity to review the Company's annual report on Form 10-K for the year ended December 31, 1995, the Company's draft of a preliminary proxy statement for the annual meeting of shareholders to be held in 1996, and the current reports on Form 8-K filed by the Company with Securities and Exchange Commission (the "SEC") dated October 11, 1995 and October 31, 1995, (ii) it has been offered the opportunity to ask questions of appropriate officers of the Company with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iii) its purchase of the Shares is being made for the Purchaser's own account for investment purposes and with no intention of resale; (iv) the Purchaser has the requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risk of an investment in the Shares; (v) it is aware that the Shares are "restricted securities" within the meaning of such term under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the "Securities Act")), and that, if the Purchaser at any time is deemed to be an "affiliate" of the Company, the Shares will be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vi) it is aware that until the Shares are registered under the Securities Act, it may be unable to liquidate its investment in the Shares despite a need to do so; and (vii) it is aware that the certificate or certificates evidencing the Shares purchased by it (or which are subsequently converted into shares of common stock of the Company pursuant to Section 2 herein) will bear a legend conditioning the transfer of the Shares upon the receipt of a satisfactory opinion to the effect that any proposed transfer of the Shares is exempt from registration under the Securities Act, or the like. The Purchaser makes no other representations or warranties, express or implied, to the Company. SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to issue, sell and deliver the Shares to the Purchaser shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at and as of the date hereof, and they shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. 2. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time. (b) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the sale of the Shares to the Purchaser. (c) The Company shall have performed and complied with in all material respects all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold harmless the Company from the commission, fee or claim of any person, firm or corporation employed or retained or claiming to be employed or retained by the Purchaser to bring about, or to represent it in, the transaction contemplated hereby. The Company will indemnify and hold harmless the Purchaser from the commission, fee or claim of any person, firm or corporation employed or retained by the Company to bring about, or to represent it in, the transaction contemplated hereby. SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend, modify or supplement this Agreement except by a writing signed by both of the parties hereto. SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assignees, heirs and legal representatives, and neither party shall be entitled to assign its rights hereunder except upon the other party's prior written consent. SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties hereto with respect to the purchase of the Shares and the other transactions contemplated herein, and supersedes all prior understandings and agreements of the parties with respect to the subject matter hereof. 3. SECTION 12. HEADINGS. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. SECTION 14. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMFORCE Corporation By: ________________________________ Title: _____________________________ ____________________________________ Christiane L. Turner 4. EX-7.6 6 EXHIBIT 7.6 EXHIBIT 7.6 Agreement of Joint Filing (Pursuant to Rule 13d-1(f)(2)) Cypress Partners, L.P. ("Cypress"), Cypress International Partners Limited ("Cypress International"), David Furth and Christiane Turner (Cypress, Cypress International, Mr. Furth and Ms. Turner are collectively referred to herein as the "Reporting Parties") hereby agree that a Securities and Exchange Commission ("SEC") Schedule 13D dated July __, 1996, and relating to acquisitions of Series E Convertible Participating Preferred Stock, convertible into Common Stock, $0.01 par value, of Comforce Corporation (the "Issuer"), shall be jointly filed on their behalf with the Securities and Exchange Commission, the National Association of Securities Dealers and the Issuer. The Reporting Parties further agree and understand that they are not members of a group for purposes of acquiring, selling or voting the securities of the Issuer and that they have not entered into any agreement to act in concert with relation to the securities of the Issuer. Cypress Partners, L.P. Cypress International Partners Limited By By ------------------------ --------------------------- Name: Robert A. Day Name: Title: General Partner Title: Date: July __, 1996 Date: July __, 1996 David Furth Christiane Turner - --------------------- ------------------------ David Furth Christiane Turner Date: July __, 1996 Date: July __, 1996 EX-7.7 7 EXHIBIT 7.7 EXHIBIT 7.7 [LETTERHEAD] April 29, 1996 Mr. David Furth Oakmont Corporation Suite 1500 865 South Figueroa Street Los Angeles, California 90017 Dear Mr. Furth: I have been asked by COMFORCE Corporation (the "Company") to advise you that I am preparing Amendment No. 1 to Registration Statement on Form S-1 for the Company for filing with the Securities and Exchange Commission (the "Registration Statement"). A draft of the Registration Statement has been circulated to the auditors for completion of the review necessary for them to consent to inclusion of their report on the Company's financial statements, which they have advised me will be completed by the end of this week. Promptly upon completion of this review and incorporation of their comments, we will file the Registration Statement with the Securities and Exchange Commission. In no event will this filing be made later than the week of May 6, 1996. The Registration Statement provides for the registration of certain shares of common stock of the Company held by stockholders or issuable to them upon their exercise of options or warrants or upon their conversion of convertible preferred stock. On behalf of the Company, I am authorized to advise you that the common stock of the Company issuable to you upon conversion of the shares of Series E Preferred Stock will be included for registration on the Registration Statement. Very truly yours, /s/ David G. Edwards ------------------------------ David G. Edwards DGE/cmg -----END PRIVACY-ENHANCED MESSAGE-----