WARRANT AGREEMENTWarrant Agreement • January 31st, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2017 (the “Effective Date”), is by and between Staffing 360 Solutions, Inc., a Nevada corporation (the “Company”), and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).
NEITHER THIS NOTE, NOR ANY SECURITIES CONSTITUTING INTEREST CONVERSION SHARES (DEFINED BELOW) THAT MAY BE ISSUED AS PROVIDED HEREIN, HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE...Staffing 360 Solutions, Inc. • January 31st, 2017 • Services-help supply services
The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the “Subordination Agreement”), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, (“Subordinated Lender”), Staffing 360 Solutions, Inc., a Nevada corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Senior Agent”) for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • January 31st, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • Maryland
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of this January 25, 2017, among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Subordinated Note (as defined below) and as secured party under the Subordinated Security Documents (as defined below) (“Subordinated Lender”), STAFFING 360 SOLUTIONS, INC., a Nevada corporation (“Parent”), certain of the Parent’s subsidiaries party hereto and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreement (as hereinafter defined) (acting in such capacity, “Agent”), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the “Lenders,” and collectively with the Agent, the “Senior Lenders”). Reference in this Agreement to “Subordinated Lender”, “S
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 31st, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of January 25, 2017, by and among STAFFING 360 SOLUTIONS, INC., a Nevada corporation, as issuer of the Subordinated Note and the Warrant (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto and any subsidiary added hereto from time to time, as Subsidiary Guarantors, and Jackson Investment Group, LLC, as the Purchaser.
ContractSecurity Agreement • January 31st, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the “Subordination Agreement”), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, (“Subordinated Lender”), Staffing 360 Solutions, Inc., a Nevada corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Senior Agent”) for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
PLEDGE AGREEMENTPledge Agreement • January 31st, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2017, by and among STAFFING 360 SOLUTIONS, INC., a Nevada corporation (the “Issuer”), FARO RECRUITMENT AMERICA, INC., a New York corporation (“Faro”), MONROE STAFFING SERVICES, LLC, a Delaware limited liability company (“Monroe”), PEOPLESERVE, INC., a Massachusetts corporation (“PSI”), PEOPLESERVE PRS, INC., a Massachusetts corporation (“PRS”), LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation (“Lighthouse” and together with the Issuer, Faro, Monroe, PSI and PRS, collectively, the “Pledgors”) in favor of JACKSON INVESTMENT GROUP, LLC, as the secured party (the “Secured Party”).
ContractStaffing 360 Solutions, Inc. • January 31st, 2017 • Services-help supply services
THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANT) ARE SUBJECT TO THE WARRANT AGREEMENT DATED AS OF JANUARY 25, 2017, BY AND BETWEEN THE COMPANY AND THE HOLDER (THE “WARRANT AGREEMENT”).
