VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March6, 2017, Volt Information Sciences, Inc. (Volt), Volt
Delta Resource Holdings, Inc. (the Seller), a wholly owned
subsidiary of Volt, Maintech Holdings, LLC (Buyer) and MTECH
Holdings, LLC entered into a Stock Purchase Agreement (the Sale
Agreement) to which, among other things, Buyer acquired all of
the issued and outstanding capital stock of Maintech,
Incorporated (Maintech) from the Seller onacash-free, debt-free
basis(the Acquisition). Buyer is a newly-formed holding company
and affiliate of Oak Lane Partners, LLC, whose management team
has significant experience in the technology infrastructure
support industry.

Under the terms of the Sale Agreement, the purchase price for the
Acquisition was $18.3million, subject to a $100,000 holdback (the
Holdback), deductions for outstanding debt and certain expenses
and a customary closing working capital adjustment, which
resulted in a net amount of $13.9million paid to Seller at
closing. Such amount is subject to potential adjustment following
closing to (i)a customary post-closing working capital adjustment
and (ii)the release to Volt of the Holdback in the event that
certain conditions are satisfied. In the Sale Agreement, the
Seller and Buyer made certain customary representations and
warranties and agreed to certain customary covenants. In
addition, to the terms of the Sale Agreement, the Seller agreed
to certain non-competition and related covenants, in each case,
as further described in the Sale Agreement. The Sale Agreement
also includes mutual indemnification obligations between Buyer
and Seller, including with respect to breaches of
representations, warranties, covenants and agreements made by
such parties in the Sale Agreement. As a result of the
Acquisition, Maintech became a wholly-owned subsidiary of Buyer.

In addition, in connection with the Acquisition, certain
ancillary agreements were entered into, including, among others,
a Transition Services and Asset Transfer Agreement, dated March6,
2017 (the Transition Services Agreement), by and between Volt and
Maintech to which Volt agreed to provide certain transition
services to Maintech in order to facilitate the transition of
Maintech to Buyer to the Sale Agreement. Under the Transition
Services Agreement, Volt has agreed to provide certain
accounting, benefits, payroll, and other transition-related
services to Maintech for up to six (6)months following the
closing of the Acquisition. During such period, Maintech will
arrange to transition the services it receives to the Transition
Services Agreement to its own personnel and/or other service
providers. In consideration of the services contemplated to be
delivered by Volt to the Transition Services Agreement, Maintech
will pay Volt agreed upon, customary amounts on a monthly basis.
In addition, the Transition Services Agreement provides for the
transfer of specified assets and liabilities relating to the
business of Maintech from affiliates of Volt to the Buyer or its
designee(s) following the closing of the Acquisition.

The foregoing summary of the Sale Agreement, the Transition
Services Agreement and the transactions contemplated thereby do
not purport to be complete and are subject to, and qualified in
their entirety by, the full text of the Sale Agreement and the
Transition Services Agreement attached hereto as Exhibit 2.1 and
Exhibit 10.1, respectively, which Exhibits are incorporated
herein by reference.

The Sale Agreement and the Transition Services Agreement have
been provided solely to inform Volts shareholders and investors
of their terms. They are not intended to provide any other
factual information about Volt, the Seller or Maintech. The
representations, warranties and covenants contained in the Sale
Agreement and the Transition Services Agreement were made only
for purposes of such agreements and as of specific dates, were
made solely for the benefit of the parties to the Sale Agreement
and the Transition Services Agreement and may be intended not as
statements of fact, but rather as a way of allocating the risk to
one of the parties if those statements prove to be inaccurate. In
addition, such representations, warranties and covenants may have
been qualified by certain disclosures not reflected in the text
of the Sale Agreement or the Transition Services Agreement, and
may apply standards of materiality in a way that is different
from what may be viewed as material by shareholders of, or other
investors in, Volt. Such shareholders and investors are not
third-party beneficiaries of the Sale Agreement or the Transition
Services Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
Volt, the Seller or Maintech or any of their respective
subsidiaries or affiliates.

On March7, 2017, Volt issued a press release with respect to the
Acquisition. A copy of such press release is attached hereto as
Exhibit99.1 and is incorporated herein by reference.

(d) Exhibits

About VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI)

Volt Information Sciences, Inc. is a provider of staffing services and information technology infrastructure services. The Company operates through North American Staffing; International Staffing; Technology Outsourcing Services and Solutions, and Corporate and Other segments. Its staffing services consist of workforce solutions, including providing contingent workers, personnel recruitment services and managed staffing services programs supporting light industrial, information technology and engineering positions. Its technology outsourcing services provide pre- and post-production development support, testing and customer support to companies in the mobile, gaming and technology devices industries. Its managed service programs comprise managing the procurement and on-boarding of contingent workers. Its information technology infrastructure services offer server, network and desktop information technology hardware maintenance, data center and network monitoring and operations.

VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) Recent Trading Information

VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) closed its last trading session up +0.10 at 7.30 with shares trading hands.