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...Convertible Note Agreement • April 6th, 2017 • Staffing 360 Solutions, Inc. • 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.
AMENDMENT NO. 1 TO SUBORDINATION AGREEMENTSubordination Agreement • April 6th, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 1 TO SUBORDINATION AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2017, by and 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 Agreements (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
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus Amendment and Reaffirmation Agreement • April 6th, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of April 5, 2017, is by and among Staffing 360 Solutions, Inc. (the “Company”), Faro Recruitment America, Inc. (“Faro”), Monroe Staffing Services, LLC (“Monroe”), Longbridge Recruitment 360 Limited (“Longbridge”), The JM Group (IT Recruitment) Limited (“JM”), PeopleServe, Inc. (“PSI”), PeopleServe PRS, Inc. (“PRS”), and Lighthouse Placement Services, Inc. (“Lighthouse” and together with each of the Company, Faro, Monroe, Longbridge, JM, PSI and PRS, collectively, the “Obligors”) and Jackson Investment Group, LLC (the “Purchaser”).
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 6th, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services
This Second Amendment to Stock Purchase Agreement (“Amendment”) is made and entered into on April 5, 2017 (“Amendment Date”), by and between Staffing 360 Solutions, Inc., a Nevada corporation (“Company”), and the investor whose name appears below (“Investor”).
AMENDMENT 2 to WARRANT AGREEMENTWarrant Agreement • April 6th, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS SECOND AMENDMENT to WARRANT AGREEMENT (this "Amendment 2"), dated as of April 5, 2017, 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").
