THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of October 27, 2022 by and among STAFFING 360 SOLUTIONS, INC., as the Company, and FARO RECRUITMENT AMERICA, INC., MONROE STAFFING SERVICES, LLC, LIGHTHOUSE PLACEMENT SERVICES, INC., KEY...Note Purchase Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of October 27, 2022, by and among STAFFING 360 SOLUTIONS, INC., a Delaware corporation (the “Company”), as issuer of the Senior Notes (as defined below), Faro Recruitment America, Inc., a New York corporation (“Faro”), Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”), Lighthouse Placement Services, Inc., a Massachusetts corporation (“Lighthouse”), Key Resources, Inc., a North Carolina corporation (“Key Resources”; together with Faro, Monroe and Lighthouse, referred to herein collectively as the “Existing Guarantors”), HEADWAY WORKFORCE SOLUTIONS, INC., a Delaware corporation (“Headway Workforce”), HEADWAY EMPLOYER SERVICES, LLC, a Delaware limited liability company (“Headway Employer”), HEADWAY PAYROLL SOLUTIONS, LLC, a Delaware limited liability company (“Headway Payroll”), HEADWAY HR SOLUTIONS, INC., a New York corporation (“Headway HR”), and NC PEO HOLDINGS, LLC, a Delaware limited liabil
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of October 27, 2022 (the “Effective Date”), is by and between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).
FIFTH AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS FIFTH AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is executed as of October 27, 2022 (the “Effective Date”), by and among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Term Note and as secured party under the Term Debt Documents (“Term Note Purchaser”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party hereto, and MIDCAP FUNDING IV TRUST, a Delaware statutory trust and successor by assignment from Midcap Funding X Trust (successor by assignment from MidCap Financial Trust), as Agent for the financial institutions or other entities from time to time parties to the ABL Loan Agreement (acting in such capacity, “Agent”), and as a “Lender” under the ABL Loan Agreement, or such then present holder or holders of the ABL Loans as may from time to time exist (as the “Lenders” under the ABL Loan Agreement; collectively with the Agent, the “ABL Lenders”). Reference in th
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus Amendment and Reaffirmation Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of October 27, 2022, is by and among Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), Faro Recruitment America, Inc., a New York corporation (“Faro”), Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”), Lighthouse Placement Services, Inc., a Massachusetts corporation (“Lighthouse”), Key Resources, Inc., a North Carolina corporation (“Key Resources”; together with each of Faro, Monroe and Lighthouse referred to herein collectively as the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Company are referred to herein collectively as the “Obligors”), and Jackson Investment Group, LLC (the “Purchaser”).
AMENDMENT NO. 27 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 27 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 27th day of October, 2022, by and among (1) MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, (2) FARO RECRUITMENT AMERICA, INC., a New York corporation, (3) LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, (4) KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons numbered (1) through (4), inclusive, being referred to herein individually as a “Existing Borrower”, and collectively as “Existing Borrowers”), (5) HEADWAY WORKFORCE SOLUTIONS, INC., a Delaware corporation, (6) HEADWAY EMPLOYER SERVICES LLC, a Delaware limited liability company, (7) HEADWAY PAYROLL SOLUTIONS, LLC, a Delaware limited liability company, (8) HEADWAY HR SOLUTIONS, INC., a New York corporation, and (9) NC PEO HOLDINGS, LLC, a Delaware limited liability company (each of the foregoing Persons numbered (5) through (9), inclusive,
AMENDMENT NO. 4 to AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 4 dated October 27, 2022 (this “Amendment”) amends the Warrant (defined below), and is by and between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).
ContractStaffing 360 Solutions, Inc. • November 2nd, 2022 • Services-help supply services
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
