1,125,000 Shares BG STAFFING, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2018 • BG Staffing, Inc. • Services-help supply services • New York
BG Staffing, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to Roth Capital Partners, LLC (“Roth”) and Taglich Brothers, Inc. (“Taglich”) and the other underwriters named on Schedule I hereto (the “Underwriters”), for whom Roth and Taglich are acting as Representatives (the “Representatives”), an aggregate of 1,125,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 168,750 shares (the “Option Shares”) of Common Stock for the purpose of covering over‑allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 7th, 2024 • Bgsf, Inc. • Services-help supply services • Texas
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 6, 2024, by and among BGSF, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BMO Bank N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”) and as a lender.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2019 • BG Staffing, Inc. • Services-help supply services • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of February 6, 2019 (the “Effective Date”), by and between Dan Hollenbach (the “Executive”) and B G Staff Services, Inc., a Texas corporation (the “Company”), (collectively, the “Parties” or singularly, a “Party”). This Agreement amends, restates and supersedes that certain Employment Agreement by and between the Company and the Executive dated August 24, 2015 (the “Prior Agreement”) in its entirety.
1,075,000 Shares BG STAFFING, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2016 • BG Staffing, Inc. • Services-help supply services • New York
of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver under, or result in the execution or imposition of any lien, charge, claim, security interest or encumbrance upon any properties or assets of the Company or any subsidiary pursuant to the terms of, any indenture, mortgage, deed, trust, note, agreement or instrument filed as an Exhibit in any filings made by the Company with the SEC and to which the Company or any subsidiary is a party or by which either the Company or any subsidiary or any of its assets or properties or businesses is bound (except such counsel shall express no opinion with respect to any matters that would require a mathematical calculation or a financial or accounting determination or with respect to any agreements or other documents referenced therein and not filed therewith), or violate any franchise, license, permit, judgment, decree, order of which such counsel is a
BG STAFFING, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2014 • BG Staffing, Inc. • Services-help supply services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2014, by and between BG Staffing, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
ASSET PURCHASE AGREEMENT by and between BG STAFFING, LLC, as Buyer, MOMENTUM SOLUTIONZ LLC, as Seller, and Lorne Kaufman & Jeff Servidio, as the Selling Persons.Asset Purchase Agreement • February 11th, 2021 • Bgsf, Inc. • Services-help supply services • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of February 8, 2021, is made and entered into by and between BG Staffing, LLC, a Delaware limited liability company (“Buyer”), Momentum Solutionz LLC, a Virginia limited liability company (“Seller”), and, solely for purposes stated herein, Lorne Kaufman, an individual resident of the State of Florida and Jeff Servidio, an individual resident of the State of Texas, each of whom is an equity holder of Seller (the “Selling Persons”).
ASSET PURCHASE AGREEMENT by and between BGSF PROFESSIONAL, LLC AND BGSF, INC., as Buyer Parties, HORN SOLUTIONS, INC. AND HORN SOLUTIONS DALLAS, LLC, as Sellers, and GARY HORN, as the Selling Person.Asset Purchase Agreement • December 14th, 2022 • Bgsf, Inc. • Services-help supply services • Delaware
Form of Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • February 12th, 2014 • BG Staffing, Inc. • Services-help supply services • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date below by and between BG Staffing, Inc., a Delaware corporation (the “Company”) and _______________ (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2013 • LTN Staffing, LLC • Services-help supply services • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of November 21, 2011, by and between B G Staff Services Inc., a Texas corporation (“Employer”), and Michael Lewis Miller, an individual resident of the State of North Carolina (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2013 • LTN Staffing, LLC • Services-help supply services • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of March 26, 2012 (the “Effective Date”) by B G Staff Services Inc., a Texas corporation (the “Employer”), and Debra R. Jackson, an individual resident of Coppell, Texas (the “Employee”).
ContractSubordination Agreement • October 10th, 2013 • LTN Staffing, LLC • Services-help supply services • Delaware
THIS 14% SENIOR SUBORDINATED NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED OCTOBER 17, 2007, AS AMENDED THROUGH AND AS OF THE DATE HEREOF, BY AND AMONG LTN ACQUISITION, LLC, THE MAKERS (AS DEFINED BELOW), THE PAYEE (AS DEFINED BELOW), BROOKSIDE PECKS CAPITAL PARTNERS, L.P., BROOKSIDE MEZZANINE FUND L.P. AND FIFTH THIRD BANK (AS HEREAFTER MODIFIED, AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”).
ContractSenior Subordinated Note • October 10th, 2013 • LTN Staffing, LLC • Services-help supply services • Delaware
THIS 2013 AMENDED AND RESTATED SENIOR SUBORDINATED NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED OCTOBER 17, 2007, AS AMENDED THROUGH AND AS OF THE DATE HEREOF, BY AND AMONG LTN ACQUISITION, LLC, THE MAKERS (AS DEFINED BELOW), THE PAYEE (AS DEFINED BELOW), BROOKSIDE PECKS CAPITAL PARTNERS, L.P., BROOKSIDE MEZZANINE FUND L.P. AND FIFTH THIRD BANK (AS HEREAFTER MODIFIED, AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2016 • BG Staffing, Inc. • Services-help supply services
This Second Amendment to Asset Purchase Agreement (this “Amendment”), dated as of March 9, 2016, is made and entered into by and between BG Finance and Accounting, Inc., a Delaware corporation (“Buyer”) and a wholly owned subsidiary of BG Staffing, Inc., a Delaware corporation (“BG Staffing”), D&W Talent, LLC, a Texas limited liability company (“Seller”), Willis Group, LLC, a Texas limited liability company and the sole member of Seller (the “Selling Person”), and BG Staffing.
ContractSecurities Purchase Agreement • February 7th, 2020 • BG Staffing, Inc. • Services-help supply services • Delaware
Securities Purchase Agreement by and among EdgeRock Technologies Holdings, Inc. (a Delaware corporation), BG Staffing, LLC (a Delaware Limited Liability Company), and CDI Holding Company LLC (a Delaware limited liability company) February 3, 2020
ASSET PURCHASE AGREEMENT by and among LTN STAFFING, LLC (d/b/a BG Staffing), as Buyer, INSTAFF HOLDING CORPORATION AND INSTAFF PERSONNEL, LLC, together, as the Sellers, and, solely for the purposes set forth therein, North Texas Opportunity Fund,...Asset Purchase Agreement • October 10th, 2013 • LTN Staffing, LLC • Services-help supply services • Texas
This Asset Purchase Agreement (this “Agreement”), dated as of May 28, 2013, is made and entered into by and among LTN Staffing, LLC (d/b/a BG Staffing), a Delaware limited liability company (“Buyer”), InStaff Holding Corporation, a Texas corporation (“InStaff Holding”), and InStaff Personnel, LLC, a Texas limited liability company and a wholly-owned subsidiary of InStaff Holding (“InStaff Personnel” and together with InStaff Holding, the “Sellers”), and solely for the purposes stated herein, North Texas Opportunity Fund, L.P., a Texas limited partnership (“NTOF”), Randy Burkhart, an individual resident of the State of Texas, Beth Garvey, an individual resident of the State of Texas, Arthur W. Hollingsworth, an individual resident of the State of Texas, and John Lewis, an individual resident of the State of Texas (collectively, the “Selling Persons”). An index of defined terms is included in Section 7.12.
BG STAFFING, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 5th, 2015 • BG Staffing, Inc. • Services-help supply services • New York
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • April 30th, 2014 • BG Staffing, Inc. • Services-help supply services • Illinois
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 28th day of April, 2014, by and among BG STAFFING, INC., a Delaware corporation, f/k/a LTN Staffing, LLC, a Delaware limited liability company (“BG Staffing, Inc.”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing, LLC”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with BG Staffing, Inc., BG Staffing, LLC, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
OPTION CANCELLATION AGREEMENTOption Cancellation Agreement • June 5th, 2018 • BG Staffing, Inc. • Services-help supply services • Delaware
This OPTION CANCELLATION AGREEMENT (this “Agreement”) is entered into effective as of May 31, 2018 by and between BG Staffing, Inc., a Delaware corporation (the “Company”), and L. Allen Baker, Jr. (the “Optionee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 4th, 2014 • BG Staffing, Inc. • Services-help supply services • London
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of January 29, 2014 (this “Agreement”), is executed by and among BG STAFFING, INC., a Delaware corporation, f/k/a LTN Staffing, LLC, a Delaware limited liability company (“BG Staffing, Inc.”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing, LLC”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with BG Staffing, Inc., BG Staffing, LLC, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2013 • LTN Staffing, LLC • Services-help supply services
This LOAN AND SECURITY AGREEMENT dated as of May 24, 2010 (this “Agreement”), is executed by and among LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing, BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
SENIOR SUBORDINATED CREDIT AGREEMENT among BG STAFFING, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and PATRIOT CAPITAL III SBIC, L.P., as Administrative Agent DATED AS OF AUGUST 21, 2015Senior Subordinated Credit Agreement • August 25th, 2015 • BG Staffing, Inc. • Services-help supply services • Maryland
ADMINISTRATIVE AGENT AND LENDERS: PATRIOT CAPITAL III SBIC, L.P., as Administrative Agent and Lender By: Patriot Partners III SBIC, LLCits General Partner By: __/s/ Chris M. Royston_____________Name: Chris M. RoystonTitle: Managing MemberCommitment Percentage: 95% PATRIOT CAPITAL III, L.P.,as Lender By: Patriot Partners III (Parallel), LLCits General Partner By: __/s/ Chris M. Royston_____________Name: Chris M. RoystonTitle: Managing MemberCommitment Percentage: 5%
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2013 • LTN Staffing, LLC • Services-help supply services • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 30th day of April, 2009, by and between L. Allen Baker, Jr. (“Employee”) and LTN Staffing, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2016 • BG Staffing, Inc. • Services-help supply services
This First Amendment to Asset Purchase Agreement (this “Amendment”), dated as of December 15, 2015, is made and entered into by and between BG Finance and Accounting, Inc., a Delaware corporation (“Buyer”) and a wholly owned subsidiary of BG Staffing, Inc., a Delaware corporation (“BG Staffing”), D&W Talent, LLC, a Texas limited liability company (“Seller”), Willis Group, LLC, a Texas limited liability company and the sole member of Seller (the “Selling Person”), and BG Staffing.
RESTRICTED UNIT AWARD AGREEMENT (EMPLOYEE)Restricted Unit Award Agreement • July 29th, 2013 • LTN Staffing, LLC • Services-help supply services
THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”) is made as of May 27, 2009, by and between LTN Acquisition, LLC, a Delaware limited liability company (the “Company”), and L. Allen Baker, Jr. (the “Recipient”):
BG Staffing, Inc. 2013 Long-Term Incentive Plan Form of Restricted Stock AgreementRestricted Stock Agreement • October 30th, 2018 • BG Staffing, Inc. • Services-help supply services • Delaware
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between BG Staffing, Inc., a Delaware corporation (the “Company”), and the individual named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2013 Long-Term Incentive Plan (the “Plan”).
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • September 9th, 2013 • LTN Staffing, LLC • Services-help supply services • Illinois
THIS CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2013, by and among TAGLICH PRIVATE EQUITY, LLC, a Delaware limited liability company (“Obligor”), LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing, BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (together with its successors and assigns, hereinafter referred to as “Lender”).
ASSET PURCHASE AGREEMENT by and between BGSF PROFESSIONAL, LLC, as Buyer, ARROYO CONSULTING LLC, as Seller, and LUIS FERNANDO SANCHEZ & MAUREEN E. HERRERA, as the Selling Persons.Asset Purchase Agreement • April 26th, 2023 • Bgsf, Inc. • Services-help supply services • Delaware
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION, NON-SOLICITATION, NON-INTERFERENCE AND NON-COMPETITION AGREEMENTNon-Disclosure Agreement • September 9th, 2013 • LTN Staffing, LLC • Services-help supply services • Illinois
THIS COVENANT AGREEMENT (this “Covenant Agreement”) is entered into as of the 30th day of April, 2009 (the “Effective Date”) by and between L. Allen Baker, Jr. (‘‘Employee’’) and LTN Staffing, LLC (the “Company”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • July 29th, 2013 • LTN Staffing, LLC • Services-help supply services • Illinois
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 21st day of November, 2011, by and among LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing, BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • February 27th, 2015 • BG Staffing, Inc. • Services-help supply services • Illinois
This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 23rd day of February, 2015, by and among BG STAFFING, INC., a Delaware corporation, f/k/a LTN Staffing, LLC, a Delaware limited liability company (“BG Staffing, Inc.”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing, LLC”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”), BG FINANCE AND ACCOUNTING, INC., a Delaware corporation (“BG Finance”, and together with BG Staffing, Inc., BG Staffing, LLC, BG Personnel and B G Staff Services, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • September 9th, 2013 • LTN Staffing, LLC • Services-help supply services • Illinois
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 15th day of June, 2011, by and among LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing, BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2023 • Bgsf, Inc. • Services-help supply services • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of March 3, 2023 (the “Effective Date”), by and between John Barnett (the “Executive”) and BG Staff Services, Inc., a Texas corporation (the “Company”), (collectively, the “Parties” or singularly, a “Party”).
AMENDED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2023 • Bgsf, Inc. • Services-help supply services • Texas
THIS AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered as of March 3, 2023 (the “Effective Date”), by and between Dan Hollenbach (the “Executive”) BGSF, Inc., a Delaware corporation and BG Staff Services, Inc., a Texas corporation (collectively the “Company”), (collectively, the “Parties” or singularly, a “Party”). This Agreement amends certain sections and supersedes such sections of that certain Executive Employment Agreement by and between the Company and the Executive dated February 6, 2019 (the “Prior Agreement”).
Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • February 12th, 2014 • BG Staffing, Inc. • Services-help supply services • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date below by and between BG Staffing, Inc., a Delaware corporation (the “Company”) and ______________ (the “Participant”).
SECOND AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2014 • BG Staffing, Inc. • Services-help supply services • Delaware
This SECOND AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Second Amendment”) is made and entered into as of January 29, 2014, by and among (i) BG STAFFING, INC., a Delaware corporation (“BG Staffing, Inc.” or “LTN Staffing”), BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG Personnel Services”), BG PERSONNEL, LP, a Texas limited partnership (“BG Personnel”), and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services,” and together with BG Staffing, Inc., BG Staffing, BG Personnel Services and BG Personnel, collectively, the “Companies” and each a “Company”), parties of the first part, and (ii) LEGG MASON SBIC MEZZANINE FUND, L.P., Delaware limited partnership (“Calvert”), BROOKSIDE PECKS CAPITAL PARTNERS, L.P., a Delaware limited partnership (“Brookside;” and, together with Calvert, collectively, the “2007 Lenders”) and BROOKSIDE MEZZANINE FUND II, L.P., a Delaware lim
