FIRST OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATION AGREEMENTOmnibus Amendment, Joinder and Reaffirmation Agreement • November 13th, 2018 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS FIRST OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of August 27, 2018, is by and among Staffing 360 Solutions, Inc. (the “Company”), Faro Recruitment America, Inc. (“Faro”), Monroe Staffing Services, LLC (“Monroe”), Staffing 360 Georgia, LLC, a Georgia limited liability company (“S360 Georgia”), and Lighthouse Placement Services, Inc. (“Lighthouse” and together with each of Faro, Monroe, S360 Georgia, collectively, the “Original Subsidiary Guarantors”), Key Resources, Inc., a North Carolina corporation (the “New Subsidiary Guarantor”; together with the Company and the Original Subsidiary Guarantors referred to herein collectively as the “Obligors”), and Jackson Investment Group, LLC (the “Purchaser”).
ContractSenior Secured Note • November 13th, 2018 • Staffing 360 Solutions, Inc. • 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.
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • November 13th, 2018 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is executed as of August 27, 2018 (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 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 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 this Amendment to “Term Note Purchaser”, “Term Note Purcha
AMENDMENT NO. 10 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENTCredit and Security Agreement • November 13th, 2018 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 10 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is dated as of the 27th day of August, 2018, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, and LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, and STAFFING 360 GEORGIA, LLC, a Georgia limited liability company (each of the foregoing Persons being referred to herein individually as a “Existing Borrower”, and collectively as “Existing Borrowers”) and KEY RESOURCES, INC., a North Carolina corporation (“New Borrower”; and together with Existing Borrowers and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”), and MIDCAP FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Financi
FIFTH AMENDED AND RESTATED REVOLVING LOAN NOTERevolving Loan Note • November 13th, 2018 • Staffing 360 Solutions, Inc. • Services-help supply services
FOR VALUE RECEIVED, each of each of MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (individually, each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally unconditionally promises to pay to the order of MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust (together with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at 7255 Woodmont Avenue, Suite 200, Bethesda, MD 20814, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, in the principal sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00), or, if le
AMENDMENT NO. 1 to AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 13th, 2018 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 1 dated August 27, 2018 (this “Amendment”) amends the Amended and Restated Warrant Agreement, dated as of April 25, 2018, 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”).
