NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) is made and entered as of _________________, 2013 by and between Staffing 360° Solutions, Inc., a publicly held Nevada company (OTCQB: STAF) (OTCBB: STAF) (“STAF” or the “ Company ”), and _____________________ (“ Buyer ”), with reference to the following facts:

A.     The Company is a fully reporting Over the Counter Bulletin Board and OTC Markets public company whose Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”);

B.     The Company is offering for sale promissory notes in the aggregate principal amount of up to $1,000,000 to provide funds for expenses related to the acquisition of privately held staffing companies. The expenses include legal, accounting, due diligence and working capital (the “ Offering ”).

D.     On the terms and subject to the conditions of this Agreement, Buyer is willing to purchase a Note.

NOW THEREFORE, with reference to the foregoing facts, the Company and Buyer agree as follows:

1.1     The Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase from the Company, a Note in the principal amount of $___________ (the “ Note, ” and collectively with the other notes issued and sold in the Offering, the “ Notes ”). The purchase price for the Note is the principal amount of the Note. The Note shall be in the form of Exhibit A to this Agreement, completed with the date of issuance and principal amount.

1.2     Within two business days from the date hereof, Buyer shall wire transfer an amount equal to the purchase price for the Note to the Company. If the Buyer fails to make such wire transfer within such two-day period, in addition to any other rights and remedies the Company may have, it may terminate this Agreement. The wiring instructions are:

Staffing 360° Solutions, Inc.

Signature Bank, New York

Private Client Group

261 Madison Avenue

New York, NY 10016

A/C # 1501764821.

ABA: 026013576

SWIFT: SIGNUS33

1.3     The Closing shall take place on the date and time specified by the Company. At the Closing the Company shall issue the Note to Buyer.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Payment Shares ” shall mean the shares of the Common Stock of the Company delivered by the Company to Buyer to pay the Note, as provided in the Note.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Transfer ” shall mean sell, assign, transfer, pledge, grant a security interest in, or otherwise dispose of, with or without consideration.

The Company represents and warrants to the Buyer that:

3.1     The Company is an SEC fully reporting public company on the Over the Counter Bulletin Board, validly existing and in good standing under the laws of Nevada and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted.

3.2     This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.

3.3     Upon execution and delivery at the Closing, the Note will be duly executed and delivered by the Company and will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.

3.4     The execution and delivery of this Agreement and the Note do not and will not conflict with, result in a breach of any provision of, or constitute a default (or an event which would constitute a default upon the giving of any required notice or upon a lapse of time) under the Company’s organizational documents or the provisions of any agreement, contract or administrative order, consent decree or other instrument to which the Company is a party.

3.5     There is no pending or, to the knowledge of the Company, threatened litigation to which the Company is a party and the Company is not subject to any judgment, order, writ, injunction, decree or regulatory directive or agreement.

3.6     The Company has no material debt and as of the Closing, except for the Notes, will have no material debt.

3.7     At the Closing, the Company will own the Shares, and the Shares will be free of any liens, claims and encumbrances except for the security interest in favor of the holders of the Notes and restrictions on transfer under applicable securities laws.

Buyer represents and warrants to, and agrees with, the Company as follows:

4.1     Buyer will acquire the Note and the Payment Shares for Buyer’s own account, for investment purposes only.

4.2     Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk , and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment.

4.3     Buyer understands that as of the date of this document being drafted, the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes.

4.4     Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B are true and correct;

4.5     Buyer understands that as of the date of this agreement, neither the Note nor the Payment Shares have been registered under the Securities Act or under any state securities laws. Any Payment Shares issued prior to such event of registration will require a restrictive legend within the meaning of Rule 144 under the Securities Act.

4.6     Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding STAF, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.

4.7     Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or STAF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act.

4.8     The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement.

4.9     Buyer understands that as a condition to the receipt of the Payment Shares, STAF may require Buyer to execute and deliver to STAF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that STAF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to STAF.

5.1      Notices . All notices, requests, demands and other communications (collectively, “ Notices ”) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission or by United States first class, registered or certified mail, postage prepaid, addressed to the party at the address set forth on the signature page to this Agreement. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the fifth day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

5.2      Entire Agreement . This Agreement contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein.

5.3      Successors . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs and personal representatives.

5.4      Waiver and Amendment . No provision of this Agreement may be waived unless in writing signed by all the parties to this Agreement, and waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision. This Agreement may be amended only by a written agreement executed by all of the parties to this Agreement.

5.5      Governing Law . This Agreement shall be construed in accordance with the laws of the State of Nevada without giving effect to the principles of conflicts of law thereof.

5.6      Captions . The various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions of interpretation of this Agreement.

5.7      Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by email delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page were an original thereof.

IN WITNESS WHEREOF, the Company and the Buyer have duly executed this Note Purchase Agreement as of the day and year first above written.

EXHIBIT A

Staffing 360° Solutions, Inc.

Accredited Investor Certification

(Initial the appropriate boxes)

The Purchaser represents and warrants that it, he or she is an “accredited investor” based upon the satisfaction of one or more of the following criteria (see certain definitions below):

As used in (1) above, the term “ net worth ” means the excess of total assets over total liabilities excluding from this calculation the value of such individual’s primary residence and the amount of any indebtedness secured by that primary residence (up to the fair value of the residence); the amount of any indebtedness secured by such individual’s primary residence in excess of the fair value of the residence must be included in total liabilities.

In determining income, an investor should add to his or her adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership deductions claimed for depletion contributions to an IRA or Keogh retirement plan, alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

As used in (7) above, the term “entity” includes:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.

PROMISSORY NOTE

Due July 20, 2013

Staffing 360° Solutions, Inc.

Original Issue Date: ___________, 2013 $___________

FOR VALUE RECEIVED, Staffing 360° Solutions, Inc., a publicly held Nevada company (OTCQB: STAF) (OTCBB: STAF) (“STAF” or the “ Company ”) hereby promises to pay to _________________________ (“ Buyer ”), or its registered assigns (the “ Holder ”), the principal sum of ____________________ ($_______), together with interest thereon at the rate of 12% per annum, on the terms set forth below. This Note (this “ Note ”) was issued pursuant to that certain Note Purchase Agreement dated the Original Issue Date set forth above by and between the Company and the Buyer (the “ Note Purchase Agreement ”). This Note is one of a series of notes (the “ Notes ”) of like tenor in the aggregate principal amount of up to $1,000,000. Unless otherwise defined herein, capitalized terms used in this Note shall have the meanings ascribed to them in the Note Purchase Agreement.

1.1 Interest . Interest shall accrue and be payable on the last day of every fiscal quarter commencing March 31, 2013 _________ and on the Maturity Date.

1.2 Principal . Principal shall be due and payable on July 20, 2013 (the “ Maturity Date ”).

1.3 Place and Form of Payment . Except as provided in Section 3 , the Company shall pay principal and interest in United States Dollars to the Holder at the Holder’s address for notices or such other address at the Holder may designate in writing.

1.4 Prepayment . The Company shall not have the right to prepay this Note.

For purposes of this Note, the following capitalized terms shall have the meanings set forth below:

“ Acceleration Notice ” shall have the meaning specified in Section 4.2 .

“ Common Stock Price ” shall mean, with respect to the PIPE: (i) if the securities sold in the PIPE consist solely of Common Stock, the per share price of the Common Stock; (ii) if the securities sold in the PIPE consist solely Common Stock and securities exercisable for ( e.g. warrants) or convertible into ( e.g. convertible preferred stock or convertible debt) Common Stock, the lowest of the per share price of the Common Stock and the exercise or conversion price of the other securities; and (iii) if the securities sold in the PIPE consist solely of securities exercisable for or convertible into Common Stock, the lowest of the exercise price or conversion price of such securities. For this purpose, the exercise or conversion price of any security shall be the exercise or conversion price on as of the date sold in the PIPE, not as the same may be adjusted thereafter pursuant to the terms thereof.

“ Event of Default ” shall have the meaning specified in Section 4.1 .

“ Holders ” shall mean the Holder and all other holders of the Notes.

“ Majority Holders ” at any date shall mean the Holders of more than 50% of the principal amount of the Notes outstanding at such date.

“ Payment Date ” shall mean the date on which occurs the later of the closing of the PIPE and the closing of the Target Acquisition.

“ Payment Price ” shall mean an amount equal to 50% of the Common Stock Price with respect to the PIPE.

“ Payment Shares ” shall mean that portion of the Shares that the Company delivers to Holder to pay this Note pursuant to Section 3 .

“ Person ” shall mean individual, partnership, corporation, trust, association or other entity.

“ PIPE ” shall mean the issuance and sale by the Company of equity securities at or around the time of the closing of the Target Acquisition to raise a portion of the purchase price for the Target Acquisition.

“ Pubco ” shall mean Staffing 360° Solutions, Inc., a publicly held Nevada OTC Bulletin Board and OTC Markets company with a stock symbol of STAF.

“ Shares ” shall mean the shares of the Common Stock of the Company.

“ Target Acquisition ” shall mean the acquisition by the Company of one or more operating companies in the Staffing industry.

3.1 Payment of Note with Payment Shares . If the Payment Date occurs prior to the Maturity Date, the Company shall pay this Note by delivering the Payment Shares to the Holder as provided in this Section 3 .

3.2 Payment Date . As promptly as practicable following the Payment Date, the Company shall give to the Holder written notice (the “ Payment Notice ”) setting forth: (a) the Payment Date; (b) the number of Payment Shares and the calculation of the number of Payment Shares; and (c) a copy of the investment letter or other information required by the Company to permit the transfer of the Payment Shares from the Company to the Holder. Interest shall cease to accrue on this Note as of the Payment Date.

3.3 Payment Shares . The number of Payment Shares shall be an amount equal to the principal amount of this Note plus accrued and unpaid interest on this Note through the Payment Date, divided by the Payment Price, rounded up to the nearest whole share. The Company will pay the Notes (principal amount and accrued but unpaid interest) by delivering to the holders shares of common stock of the Company at a value equal to 50% of the per share price that shares have been sold in the PIPE financing.

3.4 Delivery of Payment Shares . As promptly as possible after delivery of the Payment Notice, the Company shall transfer the Payment Shares to the Holder against delivery to the Company of: (a) this Note, which shall be marked “Cancelled”; and (b) the investment letter if required by The Company.

3.5 Legend on Certificates . If the Note and any accrued interest are converted prior to an effective registration of the Payment Shares, each certificate evidencing the Payment Shares will contain a restrictive legend as required under the Securities Act until such time as the shares are registered. All costs associated with the registration of the shares shall be borne by the Company and the Company shall do all that is possible to expedite the registration process.

4.1 Events of Default . Each of the following shall constitute an “ Event of Default ”:

4.1.1 The failure of the Company to pay interest within 30 days following the delivery to the Company of written notice of default signed by the Majority based on the failure of the Company to pay interest when due;

4.1.2 Unless the Payment Date shall have occurred, the failure of the Company to pay the principal amount and accrued and unpaid interest on the Maturity Date;

4.1.3 The material default by the Company under any of its material covenants or representations under the Note Purchase Agreement, which default is not cured within 30 days after receipt of written notice of such default delivered to the Company by the Majority Holders;

4.1.4 A decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under any bankruptcy or similar law, and such decree of order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court of competent jurisdiction ordering the appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the Company, or for the winding up or liquidation of the affairs of the Company, shall have been entered, and such decree, judgment, or order shall have remained in force undischarged and unstayed for a period of 60 days;

4.1.5 The Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under any bankruptcy or similar law or similar statute, or shall consent to the filing of any such petition, or shall consent to the appointment of a custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any of its assets or property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

4.2 Acceleration of Maturity Date . If an Event of Default (other than an Event of Default specified in Section 4.1.4 or Section  4.1.5 ) occurs and is continuing, then, and in every such case, unless the principal of this Note shall have already become due and payable, the Majority Holders by written notice to the Company (an “ Acceleration Notice ”), may declare all of the principal of the Note, together with accrued interest thereon, to be due and payable immediately. If an Event of Default specified in Section  4.1.4 or Section  4.1.5 occurs, all principal of and accrued interest on this Note ipso facto shall become and be immediately due and payable without any declaration or other act on the part of the Holder.

4.3 Foreclosure on Share . If an Event of Default occurs and is continuing, the Holders may, by Majority Vote, assert all rights and remedies of a secured party under the Nevada Uniform Commercial Code or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Shares. If notice prior to disposition of the Shares or any portion thereof is necessary under applicable law, written notice mailed to the Company at least ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Shares is made in a commercially reasonable manner and in compliance with applicable securities laws, the Holders may sell such Shares on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. The proceeds of any sale of the Shares shall be distributed among the Holders as set forth in the Nevada Uniform Commercial Code. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. The Company hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Shares, whether before or after sale hereunder, and all rights, if any, of marshalling the Shares and any other security for the secured obligations or otherwise. At any such sale, unless prohibited by applicable law, any Holder may bid for and purchase all or any part of the Shares so sold free from any such right or equity of redemption. The Holders shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

4.4 Waiver . No delay or omission by the Holders to exercise any right or remedy arising upon any Event of Default shall impair the exercise of any such right or remedy or constitute a waiver of any such Event of Default. Every right and remedy given by this Section 4 or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient, by the Holder. No provision of this Note may be waived unless in writing signed by Holder, and waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision.

When this Note is presented to the Company with a request to register the transfer of this Note or to exchange such Note for an equal principal amount of Notes of other authorized denominations (and assuming such transfer is in compliance with the Note Purchase Agreement), the Company shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that this Note surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith.

If a mutilated Note is surrendered to the Company or if the Holder claims and submits an affidavit or other evidence, satisfactory to the Company, to the Company to the effect that this Note has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Note if the Company’s reasonable requirements are met, including, if required by the Company, provision by the Holder of an indemnity bond or other indemnity, sufficient in the judgment of the Company, to protect the Company from any loss which any of them may suffer if the Note is replaced.

7.1 Successors . The terms and conditions of this Note shall be binding upon and inure to the benefit of the parties to this Note and their respective successors, heirs and personal representatives.

7.2 Governing Law . This Note shall be construed in accordance with the laws of the State of Nevada without giving effect to the principles of conflicts of law thereof.

7.3 Captions . The various captions of this Note are for reference only and shall not be considered or referred to in resolving questions of interpretation of this Note.

7.4 Notices . All notices, requests, demands and other communications (collectively, “ Notices ”) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email transmission of a pdf format data file or by United States first class, registered or certified mail, postage prepaid, addressed to the Company at its principal executive offices or the Holder at its address as set forth on the books and records of the Company. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

7.5 Amendment . The Notes may be amended with the consent of the Company and the consent or approval of the Majority Holders, provided that no such amendment shall reduce the interest rate or extend the Maturity Date without the consent or approval of the Holder. In the event of such an amendment, at the request of the Company, the Holder shall tender back to the Company its Note and the Company shall substitute a replacement Note reflecting such amendment(s).

7.6 Severability . Whenever possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note.

7.7 Attorneys’ Fees . If any action or proceeding is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees to be fixed by the court.

7.8 Solely Obligations of Company . The Holder acknowledges and agrees that the obligations of the Company under this Note are obligations solely of the Company, and are not obligations of any member, manager or officer of the Company.

IN WITNESS WHEREOF, the Company has caused this Note to be dated, executed and issued on its behalf by its officers thereto duly authorized.