STOCK PURCHASE AGREEMENT

by and among

LINDA MORASKI,

as Seller,

PEOPLESERVE, INC.

and

PEOPLESERVE PRS, INC.,

as the Companies

and

STAFFING 360 SOLUTIONS, INC.,

as Buyer

Dated as of May 17, 2014, 11:59P.M.

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), is made and entered into as of 11:59 P.M., May 17, 2014, by and among Linda Moraski, an individual residing in the Commonwealth of Massachusetts (“ Seller ”), PeopleSERVE, Inc., a Massachusetts corporation (“ PS ”), PeopleSERVE PRS, Inc. a Massachusetts corporation (“ PRS ” and together with PS, the “ Companies ” and collectively with Seller, the “ Seller Parties ”), and Staffing 360 Solutions, Inc., a Nevada corporation (“ Buyer ”).

RECITALS

WHEREAS, Seller owns all of the issued and outstanding capital stock of each Company;

WHEREAS, Seller desires to sell and convey to Buyer, and Buyer desires to purchase from Seller, (i) all of the issued and outstanding capital stock of PS and (ii) forty-nine percent (49%) of the issued and outstanding capital stock of PRS, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1.         Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“ Action ” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

“ Adjusted EBITDA ” means with respect to any designated period of time for any Person, the earnings before interest, income Taxes, depreciation and amortization of such Person for such period, as adjusted by and calculated in accordance with the methodology set forth on Schedule 1.1(a) hereto.

“ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations under the Securities Exchange Act of 1934, as amended.

“ Ancillary Documents ” means each agreement, instrument or document attached hereto as an Exhibit, including the Note, the Non-Competition Agreement, the Employment Agreements and the other agreements, certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement.

“ Benefit Plan ” means any deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Company for the benefit of any employee or terminated employee of such Company, or with respect to which a Company has any liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“ Business Day ” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed in Boston, Massachusetts or New York City, New York.

“ Buyer Common Stock ” means shares of the common stock, par value $0.0001 per share, of Buyer.

“ Buyer Common Stock Price ” means an amount equal to $1.50 per share.

“ Bylaws ” means a company’s bylaws or equivalent document.

“ Charter ” means a company’s articles of incorporation, certificate of incorporation or equivalent organizational documents.

“ Closing Accounts Payable ” means any accounts payable of either Company as of the Closing, whether or not such amounts have been invoiced prior to the Closing, as determined in accordance with GAAP immediately prior to the consummation of the transactions contemplated by this Agreement.

“ Closing Accounts Receivable ” means any accounts receivable of either Company as of the Closing, whether or not such amounts have been invoiced prior to the Closing, as determined in accordance with GAAP immediately prior to the consummation of the transactions contemplated by this Agreement.

“ Code ” means the Internal Revenue Code of 1986 and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such section.

“ Confidential Information ” means any information concerning the business and affairs of either Company that is not generally available to the public, including know-how, trade secrets, customer lists, details of customer or consultant contracts, pricing policies, operational methods and marketing plans or strategies, and any information disclosed to a Company by third parties to the extent that a Company has an obligation of confidentiality in connection therewith.

“ Contract ” means any contract, agreement, binding arrangement, commitment or understanding, bond, note, indenture, mortgage, debt instrument, license (or any other contract, agreement or binding arrangement concerning Intellectual Property), franchise, lease or other instrument or obligation of any kind, written or oral (including any amendments or other modifications thereto).

“ Contract Loss ” means the total direct and indirect costs incurred by the Companies under a Government Contract exceed the total amount of payments that have been and will be received by the Companies under such Government Contract.

“ Copyrights ” means all works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

“ Corporate Employee ” means any employee of either Company that performs services for the Companies and is not staffed to customers of either Company to perform services for such customers.

“ Disclosure Schedules ” means the disclosure schedules to this Agreement dated as of the date hereof and forming a part of this Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974 and any successor statute thereto, as amended. Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such section.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ FAR ” means the Federal Acquisition Regulation and any agency supplement thereto.

“ GAAP ” means United States generally accepted accounting principles applied on a consistent basis.

“ Government Bid ” means any bid, offer, proposal, or quotation made or submitted by the Company prior to the Closing Date which, if accepted or selected for award, would result in a Government Contract.

“ Government Contract ” means any prime contract, subcontract, teaming agreement or arrangement, joint venture agreement, basic ordering agreement, blanket purchase agreement, pricing agreement, letter contract or other similar arrangement of any kind, between the Company, on the one hand, and (a) any Governmental Authority, (b) any prime contractor of a Governmental Authority in its capacity as a prime contractor, or (c) any subcontractor (or lower tier subcontractor) with respect to any contract of a type described in clauses (a) or (b) above, on the other hand.

“ Governmental Authority ” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body. The term “Governmental Authority” includes any Person acting on behalf of a Governmental Authority.

“ Indebtedness ” means, without duplication, (a) the outstanding principal of, and accrued and unpaid interest on, all bank or other third party indebtedness for borrowed money of either Company, including indebtedness under any bank credit agreement and any other related agreements and all obligations of either Company evidenced by notes, debentures, bonds or other similar instruments for the payment of which either Company is responsible or liable, (b) all obligations of either Company for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (c) all obligations of either Company issued or assumed for deferred purchase price payments, (d) all obligations of either Company under leases required to be capitalized in accordance with GAAP, (e) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by either Company, whether periodically or upon the happening of a contingency, (f) all obligations of either Company secured by a Lien (other than a Permitted Lien) on any asset of a Company, whether or not such obligation is assumed by a Company, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness and (h) all obligation described in clauses (a) through (g) above of any other Person which is directly or indirectly guaranteed by either Company or which either Company has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“ Intellectual Property ” means all of the following as they exist in any jurisdiction throughout the world: (a) Patents; (b) Trademarks; (c) Copyrights; (d) Trade Secrets; (e) all domain name and domain name registrations, web sites and web pages and related rights, registrations, items and documentation related thereto; (f) Software; (g) rights of publicity and privacy, and moral rights, and (h) all licenses, sublicenses, permissions, and other agreements related to the preceding property.

“ IRS ” means the U.S. Internal Revenue Service or any successor entity.

“ Knowledge ” means: (i) with respect to each Company, the actual present knowledge of a particular matter by Seller, and the knowledge that Seller would reasonably be expected to have if diligently performing her duties as an officer and director on behalf of such Company; (ii) with respect to Seller shall mean the actual present knowledge of a particular matter by Seller, without independent inquiry; and (iii) with respect to Buyer, the actual present knowledge of a particular matter by any of the directors or executive officers of Buyer, without independent inquiry.

“ Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Permit or Order that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“ Liabilities ” means any and all debts, liabilities and obligations of any nature whatsoever, whether accrued or fixed, absolute or contingent, mature or unmatured or determined or determinable, including those arising under any Law, Action, Order or Contract.

“ Lien ” means any interest (including any security interest), pledge, mortgage, lien, encumbrance, charge, claim or other right of third parties, including any spousal interests (community or otherwise), whether created by law or in equity, including any such restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“ Material Adverse Effect ” means, with respect to any Seller Party, any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions, changes, circumstances, occurrences or effects, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, properties, prospects, assets, Liabilities, condition (financial or otherwise), operations, licenses or other franchises or results of operations of either Company, or materially diminish the value of the Purchased Stock or (b) does or would reasonably be expected to materially impair or delay the ability of a Seller Party to perform their respective obligations under this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby; provided , however , that with respect to the Companies, a Material Adverse Effect will not include any adverse effect or change resulting from any change, circumstance or effect relating to (A) the economy in general, (B) securities markets, regulatory or political conditions in the United States (including terrorism or the escalation of any war, whether declared or undeclared or other hostilities), (C) changes in applicable Laws or GAAP or the application or interpretation thereof, (D) with respect to each Company, the industries in which such Company primarily operates and not specifically relating to such Company or (E) a natural disaster (provided, that in the cases of clauses (A) through (E), the applicable Company is not disproportionately affected by such event as compared to other similar companies and businesses in similar industries and geographic regions as such Company).

“ Net Working Capital ” means an amount equal to the difference (whether positive or negative) of (a) the aggregate of the current assets of the Companies as of the Closing, minus (b) the aggregate of the current liabilities of the Companies as of the Closing, in each case as determined in accordance with GAAP and immediately prior to the consummation of the transactions contemplated by this Agreement; provided , however , that, for purposes of this definition of “Net Working Capital,” whether or not the following is consistent with GAAP, in each case without duplication: (i) “current assets” will exclude any deferred or other Tax assets (including claims for Tax refunds); (ii) “current liabilities” will include (A) any Indebtedness, unpaid Transaction Expenses and the amount for any unpaid Transaction Bonuses, including the non-current or long-term portion thereof, (B) all liabilities for accrued or deferred Taxes and (C) balance sheet reserves required under GAAP (applied in a manner consistent with prior practices of the Companies), including reserves for unearned revenue.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“ Order ” means any order, writ, rule, judgment, injunction, decree, stipulation, determination or award that is or has been made, entered, rendered or otherwise put into effect by, with or under the authority of any Governmental Authority.

“ Ordinary Course of Business ” means, with respect to a Person, an action taken by such Person if (a) such action is recurring in nature, is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person; (b) such action is not required to be authorized by the equity holders of such Person, the board of directors (or equivalent) of such Person or any committee of the board of directors (or equivalent) of such Person and does not require any other special authorization of any nature; and (c) such action is taken in accordance with sound and prudent business practice. Unless the context or language herein requires otherwise, each reference to Ordinary Course of Business will be deemed to be a reference to Ordinary Course of Business of a Company.

“ Patents ” means all patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled).

“ Permit ” means any federal, state, local, foreign or other third-party permit, grant, easement, consent, approval, authorization, exemption, license, franchise, concession, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration or qualification that is or has been issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or other Person.

“ Permitted Exceptions ” means bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

“ Permitted Liens ” means any (a) statutory Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by Law in the Ordinary Course of Business for sums not yet due and payable; and (b) Liens for current taxes not yet due and payable.

“ Person ” shall include any individual, trust, firm, corporation, limited liability company, partnership, Governmental Authority or other entity or association, whether acting in an individual, fiduciary or any other capacity.

“ Personal Property ” means all of the machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, spare parts, and other tangible personal property which are owned, used or leased by either Company and used or useful, or intended for use, in the conduct or operations of either Company’s business.

“ PRS Common Stock ” means shares of the common stock, no par value per share, of PRS.

“ PS Common Stock ” means shares of the common stock, no par value per share, of PS.

“ Representative ” means, as to any Person, such Person’s Affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Software ” means all computer software, including all source code, object code, and documentation related thereto and all software modules, assemblers, applets, compilers, flow charts or diagrams, tools and databases.

“ Staffing Employee ” means any employee of either Company that is staffed by a Company to its customers to perform services for such customers.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“ Tax ” means any federal, state, local or foreign income, gross receipts, license, payroll, parking, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, natural resources, customs duties, capital stock, franchise, profits, withholding, social security (or similar), payroll, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated tax, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, including such item for which Liability arises from the application of Treasury Regulation 1.1502-6, as a transferee or successor-in-interest, by contract or otherwise, and any Liability assumed or arising as a result of being, having been, or ceasing to be a member of any Affiliated Group (as defined in Section 1504(a) of the Code) (or being included or required to be included in any Tax Return relating thereto) or as a result of any Tax indemnity, Tax sharing, Tax allocation or similar Contract.

“ Tax Return ” means any return, report, information return, schedule, certificate, statement or other document (including any related or supporting information) filed or required to be filed with a Taxing Authority in connection with any Tax, or, where none is required to be filed with a Taxing Authority, the statement or other document issued by a Taxing Authority in connection with any Tax.

“ Taxing Authority ” means any Governmental Authority responsible for the imposition or collection of any Tax.

“ Trademarks ” means all trademarks, service marks, trade dress, trade names, brand names, Internet domain names, designs, logos, or corporate/company names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

“ Trade Secrets ” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

“ Transaction Bonuses ” means the aggregate of all amounts payable as a result of the change in control of PS or as a result of the sale of the Purchased PRS Stock or other similar provisions contained in any agreements binding upon PS or PRS, including all bonuses and severance payments, retention obligations for retention agreements entered into in contemplation of a potential change of control of PS or the sale of the Purchased PRS Stock, termination payments to consultants or independent contractors and any settlement of any such bonus or severance payment obligations, obligations related to terminated stock options, or obligations related to terminated stock appreciation, phantom stock, profit participation and/or similar rights entered into by either Company at or prior to the Closing, and including such Company’s share of any withholdings on such amounts.

“ Transaction Expenses ” means the aggregate of all fees and expenses payable by any Seller Party in connection with the consummation of the transactions contemplated hereby (or incurred in connection with the transactions hereunder) including any of the foregoing payable to legal counsel, accountants, investment bankers, financial advisors, brokers, finders, or consultants.

1.2.         Other Defined Terms. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

ARTICLE II

PURCHASE AND SALE OF stock

2.1.         Purchase of Stock. At the Closing, and on the terms and subject to all of the conditions of this Agreement, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase and accept from Seller, (i) One Hundred (100) shares of PS Common Stock, representing one hundred percent (100%) of the issued and outstanding capital stock of PS (the “ Purchased PS Stock ”), and (ii) Four Hundred and Ninety (490) shares PRS Common Stock, representing forty-nine percent (49%) of the issued and outstanding capital stock of PRS (the “ Purchased PRS Stock ” and, together with the Purchased PS Stock, the “ Purchased Stock ”), free and clear of any and all Liens.

2.2.         Purchase Price. In full payment for the Purchased Stock, Buyer shall pay to Seller an aggregate purchase price equal to (as each such amount is finally determined in accordance with this ARTICLE II) the sum of (the “ Purchase Price ”): (a) the product of (i) the trailing twelve (12) fiscal month Adjusted EBITDA of PS as of April 26, 2014, multiplied by (ii) four (4); plus (b) the product of (i) the trailing twelve (12) fiscal month Adjusted EBITDA of PRS as of as of April 26, 2014, multiplied by (ii) two (2).

2.3.         Payment of Closing Purchase Price. At the Closing, Buyer shall pay the Purchase Price as follows (with such amounts subject to adjustment after the Closing based on the Purchase Price Adjustment Amount in accordance with Section 2.6 ):

(a)          Buyer shall pay to Seller by wire transfer in immediately available funds to such account as designated by Seller in the Estimated Closing Statement an amount in cash equal to forty percent (40%) of the Estimated Purchase Price.

(b)          Buyer shall pay to Seller by delivery of a number of shares of Buyer Common Stock equal in total value to twenty-five percent (25%) of the Estimated Purchase Price, with each such share of Buyer Common Stock valued at the Buyer Common Stock Price (such shares of Buyer Common Stock, along with any additional shares of Buyer Common Stock issued after the Closing in connection with the Purchase Price Adjustment Amount in accordance with Section 2.6(e) , the “ Shares ”), with such Shares subject to Section 6.6 hereof.

(c)          Buyer shall pay the balance of the Estimated Purchase Price to Seller by delivery of an unsecured promissory note in the form of Exhibit A hereto (the “ Note ”) with an initial principal amount equal to thirty-five percent (35%) of the Estimated Purchase Price.

2.4.         Net Working Capital; Other Excluded Assets and Liabilities .

(a)          The parties agree that, notwithstanding anything to the contrary contained herein, Seller shall be entitled to receive from the Companies, and shall be responsible for, all of the Net Working Capital as of the Closing (as set forth on the Final Statement), and that the Buyer and the Companies shall have no right to, or obligations with respect to, the Closing Accounts Receivable or the Net Working Capital other than as set forth in this Section 2.4(a) . From and after the Closing, if either Company receives a payment for a Closing Account Receivable of such Company, then promptly after receipt of such payment, such Company shall pay to Seller the amount of such payment less the amount of any payments made by or behalf of such Company for Closing Accounts Payable that were not previously used to offset other Closing Accounts Receivable. Each Company hereby agrees, and Buyer hereby agrees to cause each Company, to use the proceeds from any and all Closing Accounts Receivable of such Company only to either satisfy the Closing Accounts Payable of such Company (including reimbursing Buyer for any Closing Accounts Payable that were previously paid by Buyer or through money advanced to such Company by Buyer for purposes of paying the Closing Accounts Payable) or to pay such amounts to Seller in accordance with this Section 2.4(a) . No portion of the Closing Accounts Receivable shall be used to pay Company liabilities or other obligations that arise in connection with the business of the Companies after the Closing. If a Company fails to pay any amount to Seller as required by this Section 2.4(a) , promptly after receipt of written notice from Seller of such failure to pay, Buyer will pay such amount directly to Seller as a deemed loan by Buyer to such Company and a payment to Seller on behalf of such Company.

(b)          Buyer and each of the Companies each hereby acknowledges and agrees that neither Company has any rights to (i) the Seller’s automobile, (ii) the cell phones and cell phone numbers of Seller or any employee of a Company as of the Closing or (iii) any LinkedIn account or Facebook, Twitter or other social media account of Seller or any employee of a Company as of the Closing.

(c)          Seller hereby agrees that, notwithstanding anything to the contrary contained herein, Seller shall be solely responsible for, and shall reimburse the Companies for: (i) any and all ”current liabilities” of the Companies as of the Closing (as defined in the definition of Net Working Capital), to the extent that “current assets” of the Companies as of the Closing (as defined in the definition of Net Working Capital) are insufficient to pay such liabilities; and (ii) any Losses of either Company (in excess of any reserves on the Audited Statements) as a result of or in connection with any rate or other adjustments, including any cost disallowances, with respect to any audits of Government Contracts conducted by Governmental Authorities related to (A) any period ending on or before the Closing Date and (B) any periods beginning before but ending after the Closing Date to the extent any adjustments relate to the portion of such period on or prior to the Closing Date.

2.5.         Estimated Closing Statement. Prior to the Closing, Seller will have delivered to Buyer a certificate signed by Seller (the “ Estimated Closing Statement ”) and reasonably acceptable to Buyer, setting forth Seller’s good faith estimate (including all calculations in reasonable detail) based on the financial statements and books and records of each Company of (i) the Purchase Price (the “ Estimated Purchase Price ”), including the calculation of the Adjusted EBITDA of each Company for the twelve (12) fiscal month period ending April 26, 2014, and (ii) the Net Working Capital, including the estimated amount of each of the Closing Accounts Receivable and the Closing Accounts Payable, and attaching an estimated balance sheet of each Company as of the Closing. The Estimated Closing Statement shall be prepared applying the definitions of Net Working Capital and Adjusted EBITDA contained herein.

2.6.         Post-Closing Purchase Price Adjustment.

(a)          As soon as practicable (but in any event, within sixty (60) days) after the Closing, (i) Seller will deliver to Buyer an audited income statement, balance sheet and statement of cash flows for PRS for each of (A) the fiscal year ending December 28, 2013 and (B) the twelve (12) fiscal month period ending April 26, 2014, along with an unqualified audit opinion from RBSM LLP or, if such accounting firm is no longer independent or otherwise does not accept its engagement, another independent certified public accountant reasonably acceptable to Buyer and Seller (the “ Auditor ”), and (ii) Buyer will deliver to Seller an audited income statement, balance sheet and statement of cash flows for PS for each of (A) the fiscal year ending December 28, 2013 and (B) the twelve (12) fiscal month period ending April 26, 2014, along with an unqualified audit opinion from the Auditor (such financial statements described in clauses (i) and (ii) above, collectively, the “ Audited Statements ”). The parties hereby agree that the Auditor shall audit and prepare the Audited Statements, and that all costs of the Auditor incurred in connection with the preparation and delivery of the Audited Statements shall be borne by Buyer. Each of Buyer and Seller will, and will cause their respective Representatives to, provide the Auditor with reasonable access to the Companies’ books, records, personnel and property to the extent reasonably necessary to prepare the Audited Statements.

(b)          As soon as practicable (but in any event within sixty (60) days) after the parties’ delivery of the Audited Statements, Buyer will prepare and deliver to Seller a certificate (“ Buyer Closing Statement ”) that sets forth Buyer’s determination (along with Buyer’s detailed calculation thereof) of (i) the Purchase Price, including the calculation of the Adjusted EBITDA of each Company for the twelve (12) fiscal month period ending April 26, 2014 based on the Audited Statements and (ii) the calculation of the Net Working Capital. Seller and its Representatives will provide Buyer and its Representatives with reasonable access to the books and records, personnel and properties and any other information of PRS or its Subsidiaries, if any, that Buyer reasonably requests in connection with Buyer’s preparation of the Buyer Closing Statement.

(c)          Seller will have forty-five (45) days after its receipt of the Buyer Closing Statement to review it. To the extent reasonably required to complete its review of the Buyer Closing Statement, Seller and its Representatives will be provided with reasonable access to the books, records and working papers of Buyer and the Companies used to prepare the Buyer Closing Statement, Buyer’s and the Companies’ finance personnel and any other information of the Companies that Seller reasonably requests relating to the determination of Purchase Price, and Buyer and the Companies shall cooperate with Seller and its Representatives in connection therewith. Seller will deliver notice to Buyer on or prior to the forty-fifth (45 ^th ) day after receipt of the Buyer Closing Statement specifying in reasonable detail all disputed items and the basis therefor. If Seller fails to deliver such notice in such forty-five (45) day period, Seller will have waived its right to contest the Buyer Closing Statement. If Seller notifies Buyer of any objections to the Buyer Closing Statement in such 45-day period, Seller and Buyer will, within thirty (30) days following the date of such notice (the “ Resolution Period ”), attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement.

(d)          If at the conclusion of the Resolution Period Buyer and Seller have not reached an agreement on any objections with respect to the Buyer Closing Statement, then all amounts and issues remaining in dispute will be submitted by Seller and Buyer to a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm recognized nationally or in the New York City tri-state region (the “ Independent Expert ”) (which appointment will be made no later than five (5) Business Days after the end of the Resolution Period) ( provided , that if the Independent Expert does not accept its appointment or Buyer and Seller cannot agree on the Independent Expert, in either case within fifteen (15) days after the end of the Resolution Period, either Buyer or Seller may require, by written notice to the other, that the Independent Expert be selected by the New York City Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association). Seller and Buyer agree to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses relating to the work, if any, to be performed by the Independent Expert will be borne by (i) Buyer in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Expert by Buyer that are unsuccessfully disputed by Buyer (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller, and (ii) Seller in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Expert by Seller that are unsuccessfully disputed by Seller (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Expert will be borne by the party incurring such cost and expense. The Independent Expert will determine only those issues still in dispute at the end of the Resolution Period and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on the Audited Financials and the books and records of the Companies and presentations with respect to such disputed items by Buyer and Seller to the Independent Expert and not on the Independent Expert’s independent review. Each of Seller and Buyer will use their reasonable best efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such party will be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert (A) will be bound by the provisions of this Section 2.6(d) and (B) may not assign a value to any item greater than the greatest value for such item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. Seller and Buyer will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible. Such determination will be set forth in a written statement delivered to Seller and Buyer and will be final, conclusive, non-appealable and binding for all purposes hereunder. The term “ Final Statement ” will mean the definitive statement agreed to by Seller and Buyer in accordance with Section 2.6(c) or the definitive statement resulting from the determination made by the Independent Expert in accordance with this Section 2.6(d) .

(e)          For purposes of this Agreement, the “ Purchase Price Adjustment Amount ” shall mean an amount equal to the finally determined Purchase Price as shown on the Final Statement minus the amount of the Estimated Purchase Price. If the Purchase Price Adjustment Amount is a positive amount, then Buyer shall pay to Seller the Purchase Price Adjustment Amount as follows: (i) Buyer shall pay to Seller within ten (10) Business Days after the determination of the Final Statement an amount in cash equal to forty percent (40%) of the Purchase Price Adjustment Amount by wire transfer in immediately available funds to such account as designated by Seller in writing; (ii) Buyer shall pay to Seller by delivering, promptly after the determination of the Final Statement, a number of Shares equal in total value to twenty-five percent (25%) of the Purchase Price Adjustment Amount, with each such Share valued at the Buyer Common Stock Price, with such Shares subject to subject to Section 6.6 ; and (iii) the remainder of the Purchase Price Adjustment Amount shall increase the principal amount of the Note (increasing the Monthly Installments (as defined in the Note) thereunder by one thirty-sixth (1/36 ^th ) of such increase in principal amount, and requiring Buyer to make a one-time adjustment to pay the difference between the Monthly Installments paid prior to such date and the Monthly Installments that would have been paid prior to date using the adjusted Monthly Installment after giving effect to the increase in principal amount). If the Purchase Price Adjustment Amount is a negative amount, then Seller shall pay to Buyer the Purchase Price Adjustment Amount as follows: (i) Seller shall pay to Buyer within ten (10) Business Days after the determination of the Final Statement an amount in cash equal to forty percent (40%) of the Purchase Price Adjustment Amount by wire transfer in immediately available funds to such account(s) as designated by Buyer in writing; (ii) Seller shall pay by delivery to Buyer of a number of Shares equal in total value to twenty-five percent (25%) of the Purchase Price Adjustment Amount, with each such Share valued at the Buyer Common Stock Price; and (iii) the remainder of the Purchase Price Adjustment Amount shall decrease the principal amount of the Note (decreasing the Monthly Installments thereunder by one thirty-sixth (1/36 ^th ) of such decrease in principal amount, and requiring Seller to make a one-time adjustment to pay the difference between the Monthly Installments paid prior to such date and the Monthly Installments that would have been paid prior to date using the adjusted Monthly Installment after giving effect to the decrease in principal amount).

ARTICLE III

CLOSING AND CLOSING CONDITIONS

3.1.         Closing. The closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place simultaneously with the execution and delivery of this Agreement at the offices of Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, commencing at 10:00 am (New York City time). By mutual agreement of the parties the Closing may take place by conference call and facsimile (or other electronic transmission of signature pages) with exchange of original signatures by overnight mail. The date on which the Closing actually occurs will be referred to as the “ Closing Date ”. The parties agree that to the extent permitted by applicable Law and GAAP, the Closing will be deemed effective as of 11:59 p.m. (New York City time) on the Closing Date.

3.2.         Closing Deliveries by Seller . At or prior to the Closing, Seller will deliver or cause to be delivered to Buyer the following, each in form and substance reasonably acceptable to Buyer:

(a)          certificates representing the Purchased Stock, duly endorsed or accompanied by stock powers duly executed and in a form acceptable to Buyer necessary to transfer the Purchased Stock to Buyer on the books of each of the Companies;

(b)          the books and records of PS, including the stock book, stock ledger, minute book and corporate seal;

(c)          the required notices, consents, Permits, waivers or other approvals listed in Schedule 3.2(c) (or written waivers thereof), and all such notices, consents, Permits, waivers and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived;

(d)          release and extinguishment of all (i) Indebtedness of the Companies and (ii) Liens on any of the assets of the Companies, and documentation evidencing the same;

(e)          the Note, duly executed by Seller;

(f)          the Non-Competition and Non-Solicitation Agreement by and between Buyer and Seller in the form attached as Exhibit B hereto (the “ Non-Competition Agreement ”), duly executed by Seller;

(g)          the employment agreements by and between Seller and each Company, in the forms attached as Exhibit C hereto (the “ Employment Agreements ”), duly executed by Seller;

(h)          an opinion of Seller’s counsel, substantially in the form of Exhibit D hereto;

(i)          copies of (A) the Charter of each Company certified as of a date no earlier than thirty (30) days prior to the Closing Date by the Secretary of State of the Commonwealth of Massachusetts and (B) good standing certificates for each Company certified as of a date no earlier than March 17, 2014 from the Secretary of State of the Commonwealth of Massachusetts and from the proper state official in each other jurisdiction in which such Company is qualified to do business as a foreign corporation as of the Closing;

(j)          a certificate from each Company’s secretary certifying to (A) copies of such Company’s Charter and Bylaws as in effect as of the Closing, (B) the resolutions of each Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which such Company is or is required to be a party or by which such Company is or is required to be bound;

(k)          an affidavit of non-foreign status of Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code such that Buyer is exempt from withholding any portion of the Purchase Price that might otherwise be required by Section 1445 of the Code;

(l)          an IRS Form W-9, completed by Seller;

(m)          the Estimated Closing Statement in accordance with Section 2.5 ;

(n)          suitable documentation to add additional employees of Buyer or its Affiliates as signatories to the Bank Accounts of PS set forth on Schedule 4.23 , as prescribed by Buyer;

(o)          one or more CD-ROMs or alternatively portable “thumb drives,” in PC-readable format, that contain readable, working Adobe or other (i.e., Microsoft Office) portable document format files that set forth all of the documents made available or provided to Buyer prior to the Closing in response to Buyer’s due diligence requests; and

(p)          evidence of the termination of each contract or arrangement set forth on Schedule 3.2(p) in each case effective at or prior to the Closing.

3.3.         Closing Deliveries by Buyer. At or prior to the Closing, Buyer will deliver or cause to be delivered to Seller the following, each in form and substance reasonably acceptable to Seller:

(a)          evidence of the payment of the cash portion of the Purchase Price in immediately available funds as required by Section 2.3(a) ;

(b)          certificates representing the Shares required at the Closing by Section 2.3(b) hereof, or evidence reasonably satisfactory to Seller’s counsel that the Shares have been duly issued to Seller and that Seller is reflected as the owner thereof on the books and records of Buyer as required by Section 2.3(b) hereof;

(c)          the Note duly executed by Buyer;

(d)          the Non-Competition Agreement duly executed by Buyer; and

(e)          the Employment Agreements duly executed by each Company thereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer the statements contained in this ARTICLE IV, and the information in the Disclosure Schedules referenced therein, are true and correct as of the Closing Date, except to the extent that a representation and warranty contained in this ARTICLE IV expressly states that such representation and warranty is current as of an earlier date and then such statements contained in this ARTICLE IV are true and correct as of such earlier date:

4.1.         Organization and Qualification. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized and has full corporate power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it. Except as set forth on Schedule 4.1 , each Company is duly licensed or qualified to do business, and is in good standing as a foreign corporation, in all jurisdictions in which its assets or the operation of its business makes such licensing or qualification necessary, all of which jurisdictions are listed on Schedule 4.1 . Each Company has all requisite corporate power and authority to own, lease or use, as the case may be, its properties and business as currently owned and used. During the past five (5) years, neither Company has been known by or used any corporate, fictitious or other name in the conduct of such Company’s business or in connection with the use or operation of its assets. Schedule 4.1 lists all current directors and officers of each Company, showing each such Person’s name and positions.

4.2.         Authorization and Binding Effect; Corporate Documentation. Each Seller Party has full power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Company, including requisite board of directors and shareholder approval of each Company. Each of this Agreement and each Ancillary Document to which a Seller Party is a party has been duly executed and delivered by each such Seller Party and constitutes a legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions. The copies of the Charter of each Company and all amendments thereto, and the Bylaws of each Company, as amended to date, copies of which have heretofore been delivered to Buyer, are true, complete and correct copies of the Charter and Bylaws of each Company, as amended through and in effect on the date hereof. The minute books and records of the corporate proceedings of each Company, copies of all of which have been provided to Buyer, are true, correct and complete in all material respects.

4.3.         Title to the Purchased Stock. Seller owns good, valid and marketable title to the Purchased Stock, free and clear of any and all Liens and upon delivery of the Purchased Stock to Buyer on the Closing Date in accordance with this Agreement and upon Buyer’s payment of the Closing Purchase Price in accordance with Section 2.3 , the entire legal and beneficial interest in the Purchased Stock and good, valid and marketable title to the Purchased Stock, free and clear of all Liens (other than those imposed by applicable securities Laws), will pass to Buyer.

4.4.         Capitalization . The authorized capital stock of (i) PS consists of 200,000 shares of PS Common Stock, 100 of which are issued and outstanding and (i) PRS consists of 275,000 shares of PRS Common Stock, 1,000 of which are issued and outstanding. Prior to giving effect to the transaction contemplated by this Agreement, Seller is the beneficial and record owner of all of the issued and outstanding shares of capital stock of each of Company. The Purchased Stock to be delivered by Seller to Buyer constitutes all outstanding shares of capital stock of PS, and forty-nine percent (49%) of the issued and outstanding shares of capital stock of PRS. All of the issued and outstanding capital stock of each Company (i) has been duly and validly issued, (ii) is fully paid and nonassessable and (iii) was not issued in violation of any preemptive rights or rights of first refusal or first offer. There are no issued or outstanding options, warrants or other rights to subscribe for or purchase any capital stock or other equity interests of either Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of either Company, or preemptive rights or rights of first refusal or first offer with respect to the equity securities of either Company, nor are there any Contracts, commitments, understandings, arrangements or restrictions to which a Seller Party is a party or bound relating to any equity securities of either Company, whether or not outstanding. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to either Company, nor are there any voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the equity securities of either Company. All of the equity securities of each Company have been granted, offered, sold and issued in compliance with all applicable foreign, state and federal securities Laws.

4.5.         Subsidiaries. Neither Company owns, and since their respective formation has not owned, directly or indirectly, any Subsidiaries or equity securities or other ownership interests in any other Person. Notwithstanding anything to the contrary contained in this Agreement, and without limiting any other remedies of Buyer Indemnified Parties hereunder, in the event of the breach of any representation or warranty in this Section 4.5 , any reference in this Agreement or any Ancillary Document to a Company shall include any such Subsidiary to the extent reasonably applicable.

4.6.         Non-Contravention. Except as set forth on Schedule 4.6 , neither the execution, delivery and performance of this Agreement or any Ancillary Documents by any Seller Party, nor the consummation of the transactions contemplated hereby or thereby, will (a) violate or conflict with, any provision of the Charter or Bylaws of a Company, (b) violate or conflict with any Law or Order to which a Seller Party, its assets or the Purchased Stock are bound or subject, (c) with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of a Seller Party to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller Party is a party or by which a Seller Party, its assets or the Purchased Stock may be bound, (d) result in the imposition of a Lien (other than a Permitted Lien) on any Purchased Stock or any assets of either Company or (e) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or other Person.

4.7.         Financial Statements.

(a)          The Buyer acknowledges and understands that the Companies maintain their financial information and create their financial statements with the use of the “Quickbooks” software program, and that such financial statements have not been prepared in accordance with GAAP. Attached as Schedule 4.7(a) are true and correct copies of (i) the unaudited balance sheet, income statement, statement of stockholder’s equity and statement of cash flows for each Company as of and for the fiscal years ended December 28, 2013 and December 30, 2012, and (ii) the unaudited balance sheet of each Company as of April 26, 2014 and the related unaudited income statement and statement of cash flows for the four fiscal month period then ended (such financial statements described in clauses (i) and (ii), collectively, the “ Financial Statements ”). The Financial Statements were prepared in accordance with the books and records of each Company, are true, correct and complete in all material respects, and present fairly and accurately in all material respects the financial condition and results of operations of each Company as of the respective dates thereof and for the periods specified therein. The Financial Statements have been prepared on an accrual basis and, except for any changes to the default accounting principles in the “Quickbooks” software program from prior years, in accordance with accounting principles consistently applied throughout and among the periods indicated.

(b)          Each Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) such Company does not maintain any off-the-book accounts and that such Company’s assets are used only in accordance with such Company’s management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of such Company and to maintain accountability for such Company’s assets, (iv) access to such Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such Company’s assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis.

(c)          All of the financial books and records of the Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.

(d)          Neither Company has any Liabilities except (i) Liabilities of such Company that are accrued and reflected on the balance sheet of such Company as of December 28, 2013, (ii) Liabilities that are listed on Schedule 4.7(d) , (iii) immaterial Liabilities that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since December 28, 2013 and (iv) obligations to be performed after the date hereof under any Contracts which are disclosed on Schedule 4.10 , 4.11 , 4.16(a) or 4.22(a) .

4.8.         Absence of Changes. Except as set forth on Schedule 4.8 , since December 28, 2013: (a) each Company has conducted its business only in the Ordinary Course of Business, and (b) there has not been any change in or development with respect to either Company’s business, operations, condition (financial or otherwise), results of operations, prospects, assets or Liabilities, except for changes and developments which have not had, and are not likely to have to have a Material Adverse Effect.

4.9.         Title to and Sufficiency of Assets. Except as set forth on Schedule 4.9 , each Company has good and marketable title to all of its assets, free and clear of all Liens other than Permitted Liens. The assets of each Company constitute all of the assets, rights and properties that are used in the operation of such Company’s business as it is now conducted and presently proposed to be conducted or that are used or held by such Company for use in the operation of such Company’s business, and taken together, are adequate and sufficient for the operation of such Company’s business as currently conducted and as presently proposed to be conducted. Immediately following the Closing, all of the assets of each Company will be owned, leased or available for use by such Company on terms and conditions substantially identical to those under which, immediately prior to the Closing, such Company owns, leases, uses or holds available for use such assets; provided , that neither Company owns (i) Seller’s car, (ii) the cell phones and cell phone numbers of any shareholder or employee of either Company or (iii) any LinkedIn, Facebook, Twitter or other social media account of any shareholder or employee of either Company.

4.10.       Personal Property. All items of Personal Property of each Company with a book value or fair market value of greater than Ten Thousand Dollars ($10,000) are set forth on Schedule 4.10 . All such items of Personal Property are in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items), and are suitable for their intended use in such Company’s business. Schedule 4.10 contains an accurate and complete list and description of leases in respect of the Personal Property (collectively, the “Personal Property Leases ”). The Personal Property Leases are valid, binding and enforceable in accordance with their terms, subject to Permitted Exceptions, and are in full force and effect. With respect to the Personal Property Leases, there are no existing defaults under the applicable lease by a Company or, to the Knowledge of the Companies, any other party thereto, and no event of default on the part of a Company or, to the Knowledge of the Companies, on the part of any other party thereto has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default thereunder. Seller has delivered to Buyer true and correct copies of the Personal Property Leases (along with any amendments thereto) .

4.11.       Real Property. Schedule 4.11 contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by either Company for the operation of such Company’s business (the “ Leased Premises ”), and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “ Leases ”), as well as the current annual rent and term under each Lease. Seller has provided to Buyer a true and complete copy of each of the Leases, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Leases are valid, binding and enforceable in accordance with their terms, subject to Permitted Exceptions, and are in full force and effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of a Company under any Lease. Neither Company has any Knowledge of the occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other party under any Lease, and neither Company has received notice of any such condition. Neither Company has waived any rights under any Lease which would be in effect at or after the Closing. The Companies are in quiet possession of the Leased Premises. All leasehold improvements and fixtures located on the Leased Premises are, to the Knowledge of the Companies, (i) structurally sound with no material defects, (ii) in good operating condition and repair, subject to ordinary wear and tear, (iii) not in need of maintenance or repair except for ordinary routine maintenance and repair, (iv) in conformity in all material respects with all applicable Laws relating thereto currently in effect and (v) are located entirely on the Leased Premises. Neither Company has ever owned any real property or any interest in real property (other than the leasehold interests in the Leases).

4.12.       Intellectual Property. Schedule 4.12 sets forth: (i) all U.S. and foreign registrations of Intellectual Property (and applications therefor) owned or licensed by either Company or otherwise used or held for use by either Company in which a Company is the owner, applicant or assignee (“ Registered IP ”); (ii) all material unregistered Intellectual Property owned or purported to be owned by either Company; and (iii) all licenses, sublicenses and other agreements or permissions (“ IP Licenses ”) (other than shrink wrap licenses or other similar licenses for commercial off-the-shelf software with an annual license fee of $2,000 or less (which are not required to be listed, but are “IP Licenses” as that term is used herein)), under which either Company is a licensee or otherwise is authorized to use or practice any Intellectual Property. Each Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Company, and previously used or licensed by such Company (except for the Intellectual Property that is the subject of the IP Licenses). All Registered IP is valid and in force and owned exclusively by the applicable Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any other Person with respect to such Registered IP. Neither Company has licensed or sublicensed out any of its owned or licensed Intellectual Property. Each Company has a valid and enforceable license to use all Intellectual Property that is the subject of the IP Licenses. Each Company has performed all obligations imposed on it in the IP Licenses, has made all payments required to date, and is not, nor, to the Knowledge of the Companies, is any other party thereto, in breach or default thereunder, nor to the Knowledge of the Companies has any event occurred that with notice or lapse of time or both would constitute a default thereunder. The continued use by a Company of the Intellectual Property that is the subject of the IP Licenses in the same manner that it is currently being used is not restricted by any applicable license of the Companies. Except as set forth on Schedule 4.12 , neither Company is party to any Contract that requires such Company to assign to any Person all of its rights in any Intellectual Property developed by a Company under such Contract. Neither Company has received any written or, to the Knowledge of the Companies, oral notice or claim asserting or suggesting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of the Companies, nor to the Knowledge of the Companies is there a reasonable basis therefor. To the Knowledge of the Companies, neither Company is currently infringing, misappropriating or violating, or has in the past infringed, misappropriated or violated, any Intellectual Property of any other Person. To the Knowledge of the Companies, no other Person is infringing upon, has misappropriated or is otherwise violating any Intellectual Property of either Company. To the Knowledge of the Companies, no Person has obtained unauthorized access to third party information and data in either Company’s possession, nor has there been any other compromise of the security, confidentiality or integrity of such information or data. To the Knowledge of the Companies, there has been no violation of the either Company’s policies or practices related to protection of such Company’s Intellectual Property or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by either Company.

4.13.       Compliance with Laws. Each Company is in compliance with, and has complied, in all material respects with all Laws and Orders applicable to such Company, its assets, employees or business or the Purchased Stock. None of the operation, activity, conduct and transactions of either Company or the ownership, operation, use or possession of their respective assets or the employment of their respective employees materially conflicts with the rights of any other Person or materially violates, or with or without the giving of notice or passage of time, or both, will materially violate, conflict with or result in a material default, right to accelerate or loss of rights under, any terms or provisions of any Lien, Contract or any Law or Order to which either Company is a party or by which either Company or its assets, business or employees or the Purchased Stock may be bound or affected. Neither Company has received any written or, to the Knowledge of the Companies, oral notice of any actual or alleged violation or non-compliance with applicable Laws.

4.14.       Permits. Each Company owns or possesses all right, title and interest in all Permits required to own its assets and conduct its business as now being conducted and as presently proposed to be conducted. All Permits of each Company are listed on Schedule 4.14 and, to the Knowledge of the Companies, are valid and in full force and effect, and the Companies are in compliance in all material respects with the terms and conditions of all Permits. No loss, revocation, cancellation, suspension, termination or expiration of any Permit is pending or, to the Knowledge of the Companies, threatened other than expiration or termination in accordance with the terms thereof. Neither Company has received any written or, to the Knowledge of the Companies, oral notice from any Governmental Authority of any actual or alleged violation or non-compliance regarding any such Permit.

4.15.       Litigation. Except as described on Schedule 4.15 , there is no (a) Action of any nature pending or, to the Knowledge of the Companies, threatened, nor to the Knowledge of the Companies is there any reasonable basis for any Action to be made, or (b) Order pending now or rendered by a Governmental Authority in the past seven (7) years, in either case (a) or (b) by or against either Company, any of their respective current or former directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Company must be related to such Company’s business or assets or the Purchased Stock), such Company’s business or assets or the Purchased Stock. The items listed on Schedule 4.15 , (i) are fully covered under the insurance policies of the Company subject thereto and (ii) if finally determined adverse to the Company subject thereto, will not have, either individually or in the aggregate, a Material Adverse Effect. During the past five (5) years, none of the Companies’ current or former officers, senior management or directors have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

4.16.       Contracts.

(a)           Schedule 4.16(a) contains a complete, current and correct list of all of the following types of Contracts to which a Company is a party, by which any of its properties or assets are bound, or under which a Company otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i) – (viii) below: (i) the largest ten Contracts with customers (by dollar amounts received for the 2013 fiscal year), (ii) the largest ten Contracts with suppliers (by dollar amount expenditures for the 2013 fiscal year); (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with Corporate Employees and placement arrangements with Staffing Employees, in each case, entered into the Ordinary Course of Business), including all non-competition, severance, and indemnification agreements; (iv) any partnership, joint venture, profit-sharing or similar agreement entered into with any Person; (v) all Contracts relating to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of a Company, its business or material assets outside of the Ordinary Course of Business; (vi) any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or other document relating to Indebtedness, borrowing of money or extension of credit by or to a Company in excess of $50,000; (vii) any material settlement agreement entered into within three (3) years prior to the date of this Agreement or under which a Company has outstanding obligations (other than customary obligations of confidentiality); and (viii) any other Contract that is material to a Company and outside of the Ordinary Course of Business. All of each Company’s oral Contracts that are responsive to the categories listed above are identified in the Disclosure Schedules. True and correct copies of all the Companies’ material Contracts (including any amendments, modifications or supplements thereto) have been provided to Buyer.

(b)          Except as set forth on Schedule 4.16(b) , neither Company is a party to or bound by any Contract containing any covenant (i) limiting in any respect the right of such Company or its Affiliates to engage in any line of business, to make use of any of its Intellectual Property or compete with any Person in any line of business or in any geographic region, (ii) imposing non-solicitation restrictions on such Company or its Affiliates, (iii) granting to the other party any exclusivity or similar provisions or rights, including any covenant by such Company that includes an organizational conflict of interest prohibition, restriction, representation, warranty or notice provision or any other restriction on future contracting, (iv) providing “most favored customers” or other preferential pricing terms for the services of such Company or its Affiliates, or (v) otherwise limiting or restricting the right of such Company to sell or distribute any Intellectual Property of such Company or to purchase or otherwise obtain any software or Intellectual Property license.

(c)          All of the Companies’ material Contracts are in full force and effect, and are valid, binding, and enforceable in accordance with their terms, subject to performance by the other party or parties to such Contract, except as the enforceability thereof may be limited by the Permitted Exceptions. There exists no breach, default or violation on the part of a Company or, to the Knowledge of the Companies, on the part of any other party to any such Contract nor has a Company received written or, to the Knowledge of the Companies, oral notice of any breach, default or violation. Neither Company has received written or, to the Knowledge of the Companies, oral notice of an intention by any party to any such Contract that provides for a continuing obligation by any party thereto on the date hereof to terminate such Contract or amend the terms thereof, other than modifications in the Ordinary Course of Business that do not materially and adversely affect the Companies. To the Knowledge of the Companies, no event has occurred which either entitles, or would, with notice or lapse of time or both, entitle any party to any such Contract to declare breach, default or violation under any such Contract or to accelerate, or which does accelerate, the maturity of any Indebtedness of a Company under any such Contract. To the Knowledge of the Companies, there is no reason to believe that any Contract with a customer will not remain in effect after the Closing through the remainder of its term or continue to generate substantially the same revenue after the Closing through the remainder of its term as it currently generates, subject to any actions taken by or at the request of Buyer after the Closing.

4.17.       Tax Matters. Except as set forth on Schedule 4.17 : (i) each Company has timely filed all Tax Returns required to have been filed by it; (ii) all such Tax Returns are accurate and complete in all material respects; (iii) each Company has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); (iv) each Company has complied in all material respects with all applicable Laws relating to Tax; (v) neither Company is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no current Claim against a Company in writing by a Governmental Authority in a jurisdiction where such Company does not file Tax Returns that such Company is or may be subject to taxation by that jurisdiction; (vii) there are no pending or ongoing audits of a Company’s Tax Returns by a Governmental Authority; (viii) neither Company has requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, that would apply to any Tax periods ending after the Closing Date; (ix) there are no Liens on any of the assets of a Company that arose in connection with any failure (or alleged failure) to pay any Tax; (x) no unpaid Tax deficiency has been asserted in writing against or with respect to a Company by any Governmental Authority which Tax remains unpaid; (xi) each Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; (xii) neither Company has granted or is subject to, any waiver of the period of limitations for the assessment of Tax for any currently open taxable period; (xiii) neither Company nor any of their respective former, current or future equity holders is required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder; (xiv) neither Company is a party to any Tax allocation or sharing agreement; (xv) neither Company (A) has been a member of an Affiliated Group filing a consolidated federal income Tax Return or (B) has any liability for the Taxes of any Person under Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise; (xvi) there is no Contract or Benefit Plan covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company by reason of Section 280G or Section 162(m) of the Code, and no arrangement exists pursuant to which a Company or Buyer will be required to “gross up” or otherwise compensate any Person because of the imposition of any excise tax on a payment to such Person; (xvii) neither Company has been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of the Companies will ever be, required to be disclosed under Regulations Section 1.6011-4; (xviii) no Tax Return filed by or on behalf of a Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of a Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; (xix) neither Company has taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; (xx) neither Company has deferred income or Tax liability arising out of any transaction, including any (A) disposition of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (B) use of the long-term contract method of accounting, or (C) receipt of any prepaid amount for goods or services on or before the Closing Date; (xxi) neither Company has a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; (xxii) each Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; (xxiii) neither Company (A) is a party to any joint venture, partnership or other agreement or arrangement which is treated or required to be treated as a partnership for federal income Tax purposes, and (B) owns any interest in an entity that either is treated or required to be treated as an entity disregarded as separate from its owner for federal Tax purposes or is an entity as to which an election pursuant to Regulations Section 301.7701-3 has been made; (xxiv) no written power of attorney which is currently in force has been granted by or with respect to a Company with respect to any matter relating to Taxes; (xxv) Seller is not a “foreign person” for purposes of Section 1445 of the Code; (xxvi) neither Company has been a United States real property holding corporation within the meaning of Section 897(c) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xxvii) each Company uses the accrual method of accounting for income Tax purposes; (xxviii) each Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times during such Company’s existence; and (xxix) neither Company has any potential Liability for any Tax under Section 1374 of the Code.

4.18.       Employee Benefit Plans.

(a)          Set forth on Schedule 4.18(a) is a true and complete list of each Benefit Plan. With respect to each Benefit Plan: (i) such Benefit Plan has been operated, administered and enforced in accordance with its terms and in compliance with, and such Benefit Plan complies with, all applicable Laws, including ERISA and the Code (including Section 409A thereof), in all material respects; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the Knowledge of the Companies, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v) all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the Financial Statements. To the Knowledge of the Companies, all Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any liability to either Company, Buyer or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities.

(b)          Each Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the applicable Company has requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Knowledge of the Companies, no fact exists which could adversely affect the qualified status of such Benefit Plans or the exempt status of such trusts.

(c)          With respect to each Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Company, Seller has provided to Buyer accurate and complete copies, if applicable, of: (i) all Benefit Plan texts and agreements and related trust agreements or annuity contracts (including any amendments, modifications or supplements thereto); (ii) all employee communications (including all summary plan descriptions and material modifications thereto); (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS; (vii) the most recent actuarial valuation; and (viii) all communications with any Governmental Authority.

(d)          No Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and neither Company has incurred any Liability or otherwise has any outstanding liability under Title IV of ERISA and, to the Knowledge of the Companies, no condition presently exists that is expected to cause such liability to be incurred. Neither Company currently maintains or contributes to, or has ever maintained or contributed to or in any way directly or indirectly had any Liability (whether contingent or otherwise) with respect to any “multiemployer plan,” within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Neither Company is or has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does either Company have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA. Neither Company currently maintains or has ever never maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code.

(e)          With respect to each Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to any current or former employee of a Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. Except to the extent required by Section 4980B of the Code or similar state Law, neither Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

4.19.       Employees and Labor Matters.

(a)           Schedule 4.19(a) sets forth a complete and accurate list of all Corporate Employees of either Company as of the Closing Date showing for each as of that date (i) the employee’s name, employer, job title or description, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Company)), (ii) any bonus, commission or other remuneration other than salary paid during such Company’s fiscal year ending December 28, 2013 and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee for the 2014 fiscal year. Except as set forth on Schedule 4.19(a) , no Corporate Employee is a party to a written employment agreement or contract with a Company and each is employed “at will”. Each such employee has entered into the applicable Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the employing Company, copies of which have been provided to Buyer.

(b)           Schedule 4.19(b) contains a list of all independent contractors (including consultants) and Staffing Employees currently engaged by either Company, along with the position, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration and amount thereof, for each such Person. All of such independent contractors and Staffing Employees are a party to a written agreement or contract with the engaging Company. Except as set forth on Schedule 4.19(b) , each such independent contractor and Staffing Employee has entered into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s agreement with the engaging Company, copies of which have been provided to Buyer. For the purposes of applicable Law, including the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a Company are bona fide independent contractors and not employees of such Company. Except as set forth on Schedule 4.19(b) , each independent contractor and Staffing Employee is terminable on fewer than thirty (30) days notice, without any obligation of a Company to pay severance or a termination fee.

(c)          Neither Company is a party to any collective bargaining agreement or other Contract with any group of employees or any labor organization or other Representative of any of employees of a Company, and neither Company has Knowledge of any activities or proceedings of any labor union or other party to organize or represent any employees of either Company. Except as set forth on Schedule 4.19(c) : (i) each Company is in compliance in all material respects with all employment Contracts and all applicable Laws and Orders respecting employment and employment practices, terms and conditions of employment and wages and hours, including any respecting employment discrimination and occupational safety and health requirements, and are not engaged in any unfair labor practice; (ii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Companies, threatened against or directly affecting either Company; (iii) neither Company has experienced any work stoppage or other labor difficulty; (iv) neither Company is delinquent in payments to any of their respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees; (v) there are no pending or, to the Knowledge of Companies, threatened unfair or discriminatory employment practice charges pending before the Equal Employment Opportunity Commission, or any comparable foreign, state or local Governmental Authority; (vi) there are no wrongful discharge claims nor any other type of Actions brought by or on behalf of any past or present employees of either Company pending or, to the Knowledge of Companies, threatened against a Company; and (vii) upon termination of the employment of any employee, neither Company nor Buyer will by reason of anything done prior to the Closing be liable to any of said employees for vacation pay, severance pay, wrongful termination damages or any other payments (other any obligations of a Company to pay accrued vacation pay and accrued sick pay to its terminated employees). Each Company has complied in all material respects with all applicable Laws and Orders relating to the payment and withholding of Taxes and has timely withheld from employee wages and paid over to the proper Governmental Authorities all amounts required to be so withheld and paid over for all periods under all such Laws and Orders.

4.20.       Insurance. Each Company has maintained over the past three (3) years and now maintains insurance in amounts sufficient for its business, operations and assets and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Company operates. Schedule 4.20 lists all insurance policies (by policy number, insurer, location of property insured, annual premium, premium payment dates, expiration date, type (i.e., “claims made” or an “occurrences” policy), amount and scope of coverage) held by each Company relating to either Company or the business, assets, properties, directors, officers or employees of either Company, copies of which have been provided to Buyer. To the Knowledge of the Companies, each such insurance policy (i) is legal, valid, binding, enforceable and in full force and effect as of the Closing and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Closing. Neither Company is in default with respect to its obligations under any insurance policy, nor has either Company ever been denied insurance coverage for any reason. Neither Company has any self-insurance or co-insurance programs. In the three (3) year period ending on the date hereof, neither Company has received any written or, to the Knowledge of the Companies, oral notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the Ordinary Course of Business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy, or requiring or suggesting material alteration of any of the Companies’ assets, purchase of additional equipment or material modification of any of the Companies’ methods of doing business. Neither Company has made any claim against an insurance policy as to which the insurer is denying coverage. Schedule 4.20 identifies each individual insurance claim made by a Company since January 1, 2009. Each Company has reported to its insurers all Actions and pending circumstances that would reasonably be expected to result in an Action, except where such failure to report such an Action would not be reasonably likely to be material to such Company. To the Knowledge of the Companies, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim.

4.21.       Transactions with Related Persons. Except as set forth on Schedule 4.21 , none of Seller nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Company or any Affiliate of a Seller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “ Related Person ”) is presently, or in the past three (3) years has been, a party to any transaction with a Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of such Company), (b) providing for the rental of real or personal property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of such Company in the Ordinary Course of Business) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest. Except as set forth on Schedule 4.21 , neither Company has any outstanding Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real or personal property, or right, tangible or intangible (including Intellectual Property) which is used in a Company’s business. The Companies’ assets do not include any receivable or other obligation from a Related Person, and the Liabilities of the Companies do not include any payable or other obligation or commitment to any Related Person. Schedule 4.21 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 4.21 that cannot be terminated upon sixty (60) days notice by the Company party thereto without cost or penalty.

4.22.       Government Contracts.

(a)           Schedule 4.22(a) lists all Government Contracts for which final payment or a final release has not yet been received, regardless of whether the period of performance has ended (collectively, the “ Current Government Contracts ”).

(b)           Schedule 4.22(b) lists all Government Bids, including task or delivery order bids under a Company’s or other Persons’ current Government Contracts submitted by a Company and for which no award has been made. Seller has made available to Buyer true and complete copies of all Current Government Contracts and all Government Bids and provided access to Buyer to true and correct copies of all material documentation related thereto requested in writing by Buyer.

(c)          With respect to any Government Contracts, there is no (i) pending investigation or audit by any Governmental Authority, including any administrative, civil or criminal investigation, (ii) suspension or debarment proceeding (or equivalent proceeding) pending against a Company or any of its Affiliates (as defined in FAR 9.403), (iii) written request by a Governmental Authority for a contract price adjustment based on a cost item that has been questioned or proposed for disallowance by an authorized contracting officer (or other applicable Governmental Authority) or a claim of defective pricing in excess of $25,000, (iv) dispute between a Company and a Governmental Authority which, since December 31, 2008, has resulted in a government contracting officer’s final decision where the amount in controversy exceeds or is expected to exceed $25,000, or (v) any written claim or request for equitable adjustment by a Company against a Governmental Authority in excess of $25,000.

(d)          Each Company has complied in all material respects with all statutory and regulatory requirements where and to the extent applicable, including the Service Contract Act, the Contract Disputes Act, the Procurement Integrity Act, the Federal Procurement and Administrative Services Act, the FAR and Cost Accounting Standards and any similar applicable state or local Laws, where and as applicable to each of the Government Contracts and Government Bids. The representations, certifications, and warranties made by each Company with respect to the Government Contracts or Government Bids were accurate in all material respects as of their effective date, and each Company has complied in all material respects with all such representations, certifications and warranties. No Government Contract has been terminated for default, breach, cause or other failure to perform. Neither Company has received any adverse or negative past performance evaluations or ratings within the past three (3) years. Each Company has complied in all material respects with all terms and conditions of each Government Contract, including all FAR, state or local Law or agency supplement clauses identified or incorporated by reference therein. No termination for default or convenience notice, cure notice, or show cause notice has been issued by any Governmental Authority, prime contractor or higher-tier subcontractor to a Company. Neither Company, nor any of their respective directors, officers or employees is, or for the last five (5) years has been, debarred or, to the Knowledge of the Companies, proposed for debarment, suspended from or otherwise declared non-responsible or ineligible for participation in the award of contracts with any Governmental Authority. To the Knowledge of the Companies, in the past six (6) years, neither Company has engaged in any activity that gave rise to an Organizational Conflict of Interest (as defined in FAR 9.501 or applicable agency FAR supplements or the Government Contracts or any comparable applicable state or local Law). Each Company possesses all facility and personnel security clearances and Permits necessary for the execution and performance of its obligations under the Government Contracts.

(e)          As of the date hereof, neither Company has any outstanding Government Bids that, if accepted or awarded, are expected to result in a Contract Loss to the Companies, and neither Company is a party to any Current Government Contract that is expected to result in a Contract Loss to the Companies.

(f)          Neither Company, nor any of their respective directors or officers, nor, to the Knowledge of the Companies, any other Representative acting on behalf of a Company, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC, and in the last six (6) fiscal years neither Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC. Neither Company, and, to the Knowledge of the Companies, none of their respective Representatives acting on their behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment or offered anything of value to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (iii) made any other unlawful payment, or (iv) violated any applicable money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would reasonably cause a Company to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect.

4.23.       Bank Accounts. Schedule 4.23 lists the names and locations of all banks and other financial institutions with which a Company maintains an account (or at which an account is maintained to which a Company has access as to which deposits are made on behalf of a Company) (each, a “ Bank Account ”), in each case listing the type of Bank Account, the Bank Account number therefor, and the names of all Persons authorized to draw thereupon or have access thereto and lists the locations of all safe deposit boxes used by a Company.

4.24.       Suppliers and Customers; Products. Schedule 4.24 lists, by dollar volume paid for each of the fiscal years 2012 and 2013, the ten (10) largest suppliers of goods or services (the “ Top Suppliers ”) and the ten (10) largest customers of each Company (the “ Top Customers ”). The relationships of each Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has threatened in writing to cancel or otherwise terminate, or, to the Knowledge of the Companies, intends to cancel or otherwise terminate, any relationships of such Person with a Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Companies, (A) threatened to stop, decrease or limit materially, (B) intends to modify materially its relationships with a Company or (C) intends to stop, decrease or limit materially its products or services to a Company or its usage or purchase of the products or services of a Company, (iii) no Top Supplier or Top Customer has notified either Company in writing that it intends to refuse to pay any amount due to a Company or seek to exercise any remedy against a Company, (iv) neither Company has within the past year been engaged in any material dispute with any Top Supplier or Top Customer and (v) no Top Customer has notified either Company in writing that it desires or intends to change the material terms of such Contract or change the type of Contract by which such customer purchases good and/or services from a Company. Each Company provides services and has never sold, licensed or distributed any product to any Person.

4.25.       Investment Intent. Seller is acquiring the Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto. Seller is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Seller understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

4.26.       Disclosure. No representations or warranties by any Seller Party in this Agreement or any Ancillary Documents contains any untrue statement of material fact or omits to state, when read in conjunction with all of the information contained in this Agreement (including the Disclosure Schedules) and the Ancillary Documents, any fact necessary in order to make the statements herein or therein not materially misleading.

4.27.       No Brokers. No Seller Party, nor any of their respective Representatives on their behalf, has employed any broker, finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection with the transactions contemplated by this Agreement.

4.28.       No Other Representations and Warranties. Except for the representations and warranties contained in this Agreement or the Ancillary Documents, Seller and the Companies make no express or implied representation or warranty.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller the following matters as of the Closing Date:

5.1.         Organization and Qualification. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification or license is required, except where the failure to be so qualified or be so licensed would not have a material adverse affect on (i) Buyer or its financial condition or business or (ii) the ability of Buyer to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents to which Buyer is a party (a “ Buyer Material Adverse Effect ”).

5.2.         Authorization. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement and each Ancillary Document to which Buyer is a party constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions.

5.3.         Non-Contravention. Neither the execution and delivery of this Agreement or any Ancillary Document by Buyer, nor the consummation of the transactions contemplated hereby or thereby, will violate or conflict with or (with or without notice or the passage of time or both) constitute a breach or default under (a) any provision of the Charter or Bylaws of Buyer, (b) any Law or Order to which Buyer or any of its business or assets are bound or subject (including the Securities Act or the Exchange Act) or (c) any Contract or Permit to which Buyer is a party or by which Buyer or any of its properties may be bound or affected, other than, in the cases of clauses (a) through (c), such violations and conflicts which would not reasonably be expected to have a Buyer Material Adverse Effect. Buyer is in compliance with all Contracts, Permits and Laws applicable to it and its business, including the Securities Act and the Exchange Act, except for such non-compliance which would not reasonably be expected to have a Buyer Material Adverse Effect.

5.4.         The Shares. When issued by Buyer to Seller in accordance with the terms of this Agreement, the Shares will be (a) issued free and clear of all Liens except (i) those imposed by applicable securities Laws, (ii) the rights of Buyer and the other Buyer Indemnified Parties under this Agreement (including under ARTICLE VII and Section 2.6(e) ), (iii) those incurred by Seller or its Affiliates and (iv) as set forth in Section 6.6 , and (b) validly and duly issued and fully paid and non-assessable. All consents, approvals or authorizations of any of Buyer’s existing shareholders or creditors or the SEC, in any case, that are required to be obtained by Buyer in connection with the issuance of the Shares to Seller hereunder have been obtained.

5.5.         No Brokers. Neither Buyer nor any of its Representatives on behalf of Buyer has employed any broker, finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection with the transactions contemplated by this Agreement.

5.6.         Litigation. There is no Action pending or, to the Knowledge of Buyer, threatened, nor any Order of any Governmental Authority is outstanding, against or involving Buyer or any of its officers, directors, stockholders, properties, assets or businesses, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to have a Buyer Material Adverse Effect.

5.7.         Investment Intent. Buyer is acquiring the Purchased Stock for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto. Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Stock. Buyer understands that the Purchased Stock has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

5.8.         Company Employees. As of the Closing Date, Buyer does not currently have any present intent to terminate the employment of any employees of PS or to change their compensation and benefits such that their compensation and benefits in the aggregate would be worse than their current compensation and benefits in the aggregate (for the avoidance of doubt, this Section 5.8 shall not be deemed to guaranty employment to any employee of PS at any time after the Closing, change their employment from being “at-will” or otherwise restrict Buyer or PS from changing the compensation or benefits provided to PS employees after the Closing).

5.9.         No Other Representations and Warranties. Except for the representations and warranties contained in this Agreement or the Ancillary Documents, Buyer makes no express or implied representation or warranty.

ARTICLE VI

OTHER AGREEMENTS

6.1.         Further Assurances. In the event that at any time after the Closing any further action is reasonably necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as the other parties reasonably may request, at the sole cost and expense of the requesting party (unless otherwise specified herein or unless such requesting party is entitled to indemnification therefor under ARTICLE VII in which case, the costs and expense will be borne by the parties as set forth in ARTICLE VII ). Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of, and Seller will provide to Buyer, all documents, books, records (including Tax records), agreements, corporate minute books and financial data of any sort relating to PS.

6.2.         Confidentiality. Seller shall, and shall cause its Representatives to: (a) treat and hold in strict confidence any Confidential Information, and, except as set forth in this Section 6.2 , will not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without Buyer’s prior written consent; (b) in the event that Seller becomes legally compelled to disclose any Confidential Information, to provide Buyer with prompt written notice of such requirement so that Buyer or an Affiliate thereof may seek a protective order or other remedy or waive compliance with this Section 6.2 ; (c) in the event that such protective order or other remedy is not obtained, or Buyer waives compliance with this Section 6.2, to furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise their commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (d) to promptly furnish to Buyer any and all copies (in whatever form or medium) of all such Confidential Information and to destroy any and all additional copies of such Confidential Information and any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided , however , that Confidential Information shall not include any information which, at the time of disclosure, is generally available publicly, or which becomes public after disclosure through no fault of the Seller or its Representatives, and was not disclosed in breach of this Agreement by Seller or its Representatives. For any Confidential Information of PRS, Buyer shall have the same obligations with respect to such information as Seller has to Confidential Information under clauses (a) through (c) of this Section 6.2 ; except that Buyer may disclosure such information as it may be required to disclose by applicable Law (including any SEC position) or securities listing or trading requirement.

6.3.         Publicity. Neither Seller nor Buyer shall, and each shall cause their respective Representatives not to, disclose, make or issue, any statement or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby (including the terms, conditions, status or other facts with respect thereto) to any third parties (other than its Representatives who need to know such information in connection with carrying out or facilitating the transactions contemplated hereby) without the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned), except (i) in the case of Seller, as required by applicable Law after conferring with Buyer concerning the timing and content of such required disclosure, and (ii) in the case of Buyer, as may be required of Buyer or its Affiliates by applicable Law (including any SEC position) or securities listing or trading requirement.

6.4.         Litigation Support. Following the Closing, in the event that and for so long as any party is actively contesting or defending against any third party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date involving either Company, each of the other parties will (i) reasonably cooperate with the contesting or defending party and its counsel in the contest or defense, (ii) make available its personnel at reasonable times and upon reasonable notice and (iii) provide (A) such testimony and (B) access to its non-privileged books and records as may be reasonably requested in connection with the contest or defense, at the sole cost and expense of the contesting or defending party (unless such contesting or defending party is entitled to indemnification therefor under ARTICLE VII in which case, the costs and expense will be borne by the parties as set forth in ARTICLE VII ).

6.5.         Release and Covenant Not to Sue. Effective as of the Closing, Seller hereby releases and discharges each Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which Seller now has, has ever had or may hereafter have against such Company arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from the Company, whether pursuant to its Charter or Bylaws, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Company or its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims Seller may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document or (ii) any claims relating to periods prior to the Closing to the extent covered by the Company’s directors and officers liability insurance that is in place prior to the Closing (and for the avoidance of doubt, not any policies of the Company or Buyer at or after the Closing.

6.6.         Lock-Up. Except as expressly contemplated by Sections 2.6(e) , 7.6 and 7.7 , and solely to the extent that any other shareholders of Buyer are subject to similar restrictions, Seller hereby agrees not to, without the prior written consent of Buyer, during the period commencing from the Closing and ending on the earlier of (x) the one (1) year anniversary of the Closing and (y) the consummation of a liquidation, merger, share exchange or other similar transaction following the Closing that results in all of Buyer’s shareholders having the right to exchange their equity holdings in Buyer for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares; or (iii) publicly disclose the intention to do any of the foregoing; whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of the Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “ Prohibited Transfer ”). Seller further agrees to execute such agreements as may be reasonably requested by Buyer, in form and substance reasonably satisfactory to Seller, that are consistent with the foregoing or that are necessary to give further effect thereto. If any Prohibited Transfer is made or attempted contrary to the provisions of this Section 6.6 , such purported Prohibited Transfer shall be null and void ab initio, and Buyer shall refuse to recognize any such purported transferee of the Shares as one of its equity holders for any purpose. In order to enforce this Section 6.6 , Buyer may impose stop-transfer instructions with respect to the Shares until the end of the restriction period described in the first sentence of this Section 6.6 .

6.7.         PRS Arrangements.

(a)          At any time after the Closing, at the request of Buyer, Seller and PRS will promptly negotiate in good faith and enter into a stockholders agreement with Buyer to provide Buyer with minority protection rights with respect to Buyer’s equity interest in PRS that are consistent with the terms and conditions set forth on Schedule 6.7(a) hereto. Notwithstanding the foregoing, so long as PRS is intended to maintain its qualification as a Women-Owned Small Business under the U.S. Small Business Administration rules and regulations for purposes of contracting with the U.S. federal government, as well as any qualification for a similar preferential status under state and local Laws for purposes of contracting with state and local Government Authorities in the states and localities where PRS conducts business (such preferential status for federal, state and local government contracting, “ WOSB Status ”), the rights and obligations of Buyer, Seller and PRS under such stockholders agreement shall be subject to, and comply with, the requirements necessary to maintain the WOSB Status of PRS (and, if any time PRS is not intended to maintain its WOSB Status, Seller and PRS will amend such stockholders agreement to comply with the first sentence of this Section 6.7(a) ).

(b)          At any time after the Closing, at the request of Buyer, PRS will promptly negotiate in good faith and enter into one or more subcontracting, management services or similar agreements between PRS and PS pursuant to which PS will provide to PRS services for a fee to be agreed upon by the parties in good faith that are consistent with the terms and conditions set forth on Schedule 6.7(a) hereto. Notwithstanding the foregoing, so long as PRS is intended to maintain its WOSB Status, the rights and obligations of PS and PRS under such agreement(s), including the type and amount of services to be provided thereunder, shall be subject to, and comply with, the requirements necessary to maintain the WOSB Status of PRS (and, if any time PRS is not intended to maintain its WOSB Status, PRS will amend such agreement(s) to comply with the first sentence of this Section 6.7(b) ).

6.8.         Piggy-Back Registration Rights.

(a)          If Buyer proposes to file a registration statement under the Securities Act with respect to an offering of Buyer Common Stock or other Buyer equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, Buyer equity securities, by Buyer for its own account and/or for security holders of Buyer for their account, other than a registration statement (i) filed solely in connection with an offering of securities to directors, employees or independent contractors of Buyer pursuant to any stock incentive or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to Buyer’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of Buyer’s shareholders, including Seller, having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction, then Buyer shall (x) give written notice of such proposed filing to Seller as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to Seller in such notice the opportunity to register the sale of such number of the Shares as Seller may request in writing within ten (10) days following receipt by Seller of such notice (a “ Piggy-Back Registration ”). Buyer shall include in such registration statement such Shares that are requested by Seller to be included therein within ten (10) days after the receipt by Seller of any such notice on the same terms and conditions as any shares of Buyer Common Stock that are included in such registration statement by other shareholders of Buyer exercising piggy-back registration rights in existence as of the date of this Agreement with respect to such shares of Buyer Common Stock. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Buyer shall determine for any reason not to register or to delay registration of such securities, Buyer may, at its election, give written notice of such determination to Seller, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any of Seller’s Shares in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any of Seller’s Shares for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then Seller must permit the sale or other disposition of Seller’s Shares in accordance with the intended method(s) of distribution thereof, and shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration and Seller shall be responsible for any fees or commissions due to such underwriters in connection with the sale of Seller’s Shares (“ Selling Expenses ”). If (x) the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Buyer in writing that the dollar amount or number of securities which Buyer, on behalf of itself and/or its security holders who have a contractual right to register their shares, desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method or probability of success of such offering or (y) the SEC determines that the dollar amount or number of securities to be registered under the registration statement exceeds the maximum dollar amount or number that may be registered under such registration statement in accordance with applicable Law (including any SEC rules, regulations, policies or positions) (such maximum dollar amount or maximum number of securities, as applicable, in either of clauses (x) or (y) above, the “ Maximum Number of Securities ”), then Buyer shall include in any such offering only the Maximum Number of Securities allocated as follows: (A) first, the securities that Buyer desires to sell; (B) then, the number of securities required to be included in such offering, if any, by other security holders of Buyer exercising any demand registration rights that such Persons have pursuant to written contractual arrangements with Buyer; and (C) finally, the securities of Persons exercising piggy-back registration rights pursuant to written contractual arrangements with Buyer, including Seller pursuant to this Section 6.8 , pro-rata among all such security holders exercising piggy-back registration rights. Seller may elect to withdraw Seller’s request for inclusion of Seller’s Shares in any Piggy-Back Registration by giving written notice to Buyer of such request to withdraw prior to the effectiveness of the registration statement. Buyer, whether based on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations, may withdraw a registration statement at any time prior to the effectiveness of the registration statement. All expenses other than Selling Expenses incurred in connection with registrations, filings or qualifications in any registration under this Section 6.8 , including all registration, filing, and qualification fees, printers’ and accounting fees and fees and disbursements of counsel for Buyer shall be borne and paid by Buyer.

(b)          The right of Seller to request inclusion of any of Seller’s Shares in any registration pursuant this Section 6.8 shall terminate with respect to such Shares upon the earliest to occur of: (i) such time as when such Shares can be sold under Rule 144 promulgated under the Securities Act or another similar exemption under the Securities Act; and (ii) after such time as such Shares have been registered under an effective registration statement. Further, Buyer has the right to exclude any of Seller’s Shares from any registration statement in the event Buyer is contractually obligated to exclude such securities. In the event that the registration statement covers securities being sold by Buyer on its own behalf, Buyer or the underwriter shall have a right to require Seller to agree to a lock-up period of up to six (6) months from the date of effectiveness of the registration statement as a condition to registering Seller’s Shares.

(c)          In connection with any registration statement for which Seller has elected to exercise its Piggy-Back Registration rights pursuant to this Section 6.8 , Seller agrees to (i) cooperate with Buyer in connection with the preparation of such registration statement as it pertains to Seller or Seller’s Shares, (ii) respond within three (3) Business Days to any written request by Buyer to provide or verify information regarding Seller or the Shares being registered on behalf of Seller (including the proposed manner of sale) that may be required to be included in such registration statement and related prospectus pursuant to the rules and regulations of the Securities and Exchange Commission, and (iii) provide in a timely manner information regarding the proposed distribution by Seller of the Shares for which Seller has exercised her Piggy-Back Registration rights and such other information as may be requested by Buyer from time to time in connection with the preparation of and for inclusion in such registration statement and related prospectus.

(d)          So long as at the time of the filing of such registration statement Seller is not an executive officer or director of Buyer, if any Shares of Seller are included a registration statement:

(i)           To the extent permitted by applicable Law, Buyer will indemnify and hold harmless Seller from and against any and all loss, damage, claim or liability (joint or several) to which Seller may become subject under the Securities Act, the Exchange Act, or other federal or state securities law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement; (B) any omission or alleged omission to state in such registration statement a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (C) any violation by Buyer (or any of its Representatives) of the Securities Act, the Exchange Act, any state securities Law (collectively, “ Registration Damages ”); and Buyer will pay to Seller any legal or other expenses reasonably incurred by Seller in connection with investigating or defending any claim or proceeding from which Registration Damages may result, as such expenses are incurred; provided , however , that the foregoing indemnity shall not apply to the extent that any such Registration Damages arise out of, result from or are based upon information provided in writing by Seller expressly for use in such registration statement or actions or omissions made by Buyer or its Representatives in reliance upon and in conformity with information furnished in writing by or on behalf of Seller expressly for use in connection with such registration statement; provided , further , that Buyer shall not be responsible to indemnify for any amounts paid in settlement of any claim or proceeding if such settlement is effected without the consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned.

(ii)          To the extent permitted by applicable Law, Seller will indemnify and hold harmless Buyer, its Representatives (including any underwriter under the Securities Act), any other security holder of Buyer selling securities in such registration statement and any controlling person (as defined in the Securities Act) of any such Persons from and against any and all Registration Damages, in each case only to the extent that such Registration Damages arise out of, result from or are based upon information provided in writing by Seller expressly for use in such registration statement or actions or omissions made by Buyer or its Representatives in reliance upon and in conformity with information furnished in writing by or on behalf of Seller expressly for use in connection with such registration statement; and Seller will pay to Buyer and each other aforementioned indemnified Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Registration Damages may result, as such expenses are incurred; provided , that, except in the case of fraud or willful misconduct by Seller, Seller shall not be responsible to indemnify for any amounts paid in settlement of any claim or proceeding if such settlement is effected without the consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned.

(iii)         The indemnification procedures set forth in Section 7.4 shall apply to any indemnification claim under this Section 6.8 (with any reference in Section 7.4 referring to any provision of ARTICLE VII referring to this Section 6.8 instead).

ARTICLE VII

INDEMNIFICATION

7.1.         Survival. All representations and warranties of Seller and Buyer contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until the eighteen (18) month anniversary of the Closing Date; provided , however , that (i) the representations and warranties contained in Sections 4.17 (Tax Matters) and 4.18 (Employee Benefits Plans) shall survive until thirty (30) days after the expiration of the applicable statute of limitations, (ii) the representations and warranties made in Section 4.22 (Government Contracts) will survive until the third (3 ^rd ) anniversary of the Closing Date and (iii) the representations and warranties contained in Sections 4.1 (Organization and Qualification), 4.2 (Authorization and Binding Effect; Corporate Documentation), 4.3 (Title to the Purchased Stock); 4.4 (Capitalization), 4.27 (No Brokers), 5.1 (Organization and Qualification), 5.2 (Authorization) and 5.5 (No Brokers) shall survive until the fifth (5 ^th ) anniversary of the Closing Date (such representations and warranties in clauses (i) through (iii), collectively, the “ Special Reps ”). For purposes of this Agreement, the “ Survival Date ” with respect to any representation or warranty shall mean the date when such representation or warranty shall survive in accordance with the preceding sentence. If written notice of a claim for breach of any representation or warranty has been given on or before the applicable Survival Date for such representation or warranty, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. All covenants, obligations and agreements of the parties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement), including any indemnification obligations, shall survive the Closing and continue until fully performed in accordance with their terms. For the avoidance of doubt, a claim for indemnification under any subsection of Section 7.2 other than clauses (a) or (b) may be made at any time.

7.2.         Indemnification by Seller. Except as otherwise limited by this ARTICLE VII , Seller shall indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the “ Buyer Indemnified Parties ”) from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “ Loss ”) suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Seller, PRS or, at or prior to the Closing, PS contained in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (c) any and all Liabilities for (i) Taxes in connection with or arising out of either Company’s assets, employees (including pursuant to Section 409A of the Code), securities, activities or business on or prior to the Closing Date (determined with respect to taxable periods that begin before and end after the Closing Date in accordance with the allocation provisions of Section 8.1(c) ) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) fifty percent (50%) of any Transfer Taxes; or (d) any Action by Person(s) who were holders of equity securities of either Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of either Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.

7.3.         Indemnification by Buyer. Except as otherwise limited by this ARTICLE VII, Buyer shall indemnify, defend and hold harmless Seller and its Representatives, heirs, legal representatives and any assignee or successor thereof (collectively, the “ Seller Indemnified Parties ”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any inaccuracy in or breach of any representation or warranty made by Buyer in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; or (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or, after the Closing, PS contained in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document.

7.4.         Indemnification Procedures.

(a)          For the purposes of this Agreement, (i) the term “ Indemnitee ” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of Section 7.2 or 7.3 , as the case may be, and (ii) the term “ Indemnitor ” shall refer to the Person having the actual or alleged obligation to indemnify pursuant to such provisions.

(b)          In the case of any claim for indemnification under this Agreement arising from a claim of a third party (including any Governmental Authority), an Indemnitee must give prompt written notice and, subject to the following sentence, in no case later than thirty (30) days after the Indemnitee’s receipt of notice of such claim, to the Indemnitor of any claim of which such Indemnitee has knowledge and as to which it may request indemnification hereunder. The failure to give such notice will not, however, relieve an Indemnitor of its indemnification obligations except to the extent that the Indemnitor is actually harmed thereby. The Indemnitor will have the right to defend and to direct the defense against any such claim in its name and at its expense, and with counsel selected by the Indemnitor unless: (i) the Indemnitor fails to acknowledge fully its obligations to the Indemnitee within fifteen (15) days after receiving notice of such third party claim or contests, in whole or in part, its indemnification obligations therefor; (ii) if the Indemnitor is Buyer, the applicable third party claimant is a Governmental Authority or a then-current customer of Buyer, either Company or any of their respective Affiliates; (iii) if the Indemnitor is Buyer, an adverse judgment with respect to the claim will establish a precedent materially adverse to the continuing business interests of Buyer, either Company or their respective Affiliates; (iv) there is a conflict of interest between the Indemnitee and the Indemnitor in the conduct of such defense; (v) the applicable third party alleges claims of fraud, willful misconduct or intentional misrepresentation; or (vi) such claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the Indemnitee. If the Indemnitor elects, and is entitled, to compromise or defend such claim, it will within fifteen (15) days (or sooner, if the nature of the claim so requires) notify the Indemnitee of its intent to do so, and the Indemnitee will, at the request and expense of the Indemnitor, cooperate in the defense of such claim. If the Indemnitor elects not to, or is not entitled under this Section 7.4(b) to, compromise or defend such claim, fails to notify the Indemnitee of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such claim. Notwithstanding anything to the contrary contained herein, the Indemnitor will have no indemnification obligations with respect to any such claim which has been or will be settled by the Indemnitee without the prior written consent of the Indemnitor (which consent will not be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the foregoing, the Indemnitee will not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor will it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnitee or where any delay in payment would cause the Indemnitee material economic loss. The Indemnitor’s right to direct the defense will include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement will obligate the Indemnitee to agree to any settlement that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the Indemnitee (other than the delivery of a release for such claim and customary confidentiality obligations), except with the prior written consent of the Indemnitee (such consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Indemnitor’s right to compromise or settle in accordance with the immediately preceding sentence, the Indemnitor may not settle or compromise any claim over the objection of the Indemnitee; provided, however, that consent by the Indemnitee to settlement or compromise will not be unreasonably withheld, delayed or conditioned. The Indemnitee will have the right to participate in the defense of any claim with counsel selected by it subject to the Indemnitor’s right to direct the defense. The fees and disbursements of such counsel will be at the expense of the Indemnitee; provided, however, that, in the case of any claim which seeks injunctive or other equitable relief against the Indemnitee, the fees and disbursements of such counsel will be at the expense of the Indemnitor.

(c)          Any indemnification claim that does not arise from a third party claim must be asserted by a written notice to the Indemnitor setting forth with reasonable specificity the amount claimed and the underlying facts supporting such claim to the extent then known by the Indemnitee. The Indemnitor will have a period of thirty (30) days after receipt of such notice within which to accept or dispute such claim by providing written notice to the Indemnitee. Any disputes that the parties are not mutually able to resolve within fifteen (15) days after the Indemnitor has provided written notice of its dispute of such claim (or the end of such thirty (30) day period, whichever is earlier), shall be immediately referred to and finally resolved by arbitration in New York, New York, in accordance with the Expedited Procedures of the Commercial Arbitration Rules (the “ Arbitration Rules ”) of the American Arbitration Association (“ AAA ”) in force at such time, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within three (3) Business Days) after the submission of the dispute to the AAA and reasonably acceptable to each party. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within three (3) Business Days) after his or her nomination and acceptance by the parties. The arbitrator shall decide the Expedited Dispute in accordance with the substantive law of the State of New York and otherwise in accordance with the terms of this Agreement. To the extent that the Arbitration Rules and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration proceedings shall be streamlined and efficient; time is of the essence. Each party shall submit a proposal for resolution of the dispute to the arbitrator within ten (10) Business Days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with this Agreement and applicable Law, including to perform its contractual obligation(s); provided , that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. This agreement to arbitrate shall be specifically enforceable and following the Closing shall be the sole and exclusive remedy of the Indemnitee for any indemnification claim that does not arise from a third party claim.

7.5.         Exclusive Remedy. From and after the Closing, this ARTICLE VII and Section 6.8(d) shall constitute the sole and exclusive remedy for each of the parties to this Agreement against any other party to this Agreement with respect to any and all breaches or alleged breaches of any agreement, covenant, representation or warranty made by such party in this Agreement, except for (i) claims based in whole or in part upon fraud, willful misconduct or intentional misrepresentation or (ii) any equitable remedies, including the right to an injunction or specific performance, to which they may be entitled.

7.6.         General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation by Buyer or Seller or their respective Representatives or knowledge by Buyer or Seller or their respective Representatives of a breach of a representation or warranty of the other party shall affect such other party’s representations and warranties or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including ARTICLE VII ) with respect thereto. Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VII : (i) no Indemnitor shall be liable for an indemnification claim made under clause (a) of Section 7.2 or Section 7.3 , as the case may be, unless and until the Losses of the Buyer Indemnified Parties, collectively, under clause (a) of Section 7.2 or the Seller Indemnified Parties, collectively, under clause (a) of Section 7.3 , as applicable, exceed an aggregate amount equal to $25,000 (the “ Basket ”), in which case the applicable Indemnitor shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) (including the first dollar of Losses of the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, required to reach the Basket); provided , however , that the Basket shall not apply to any claims for breaches of any Special Reps; and (ii) no Indemnitor shall be liable for an indemnification claim made under Section 7.2 or Section 7.3 , as the case may be, to the extent that Losses of the Buyer Indemnified Parties, collectively, under Section 7.2 or the Seller Indemnified Parties, collectively, under Section 7.3 , as applicable, exceed an amount equal to the total of the cash portion of the Purchase Price paid in accordance with Section 2.3(a) (as adjusted based on any adjustment after the Closing to the cash portion of the Purchase Price under Section 2.6 ), plus any obligations under the Note paid as of the date of such claim (the “ Indemnification Cap ”); provided , that with respect to any claims for breaches of any Special Reps, the Indemnification Cap shall be an amount equal to the Purchase Price. Any indemnification based on claims by a Buyer Indemnified Party which are finally established to be due and payable, shall be paid (i) first by applying such amounts against any obligations under the Note, then (ii) by returning the number of Shares necessary to satisfy such claim (valuing such Shares at the Buyer Common Stock Price) (clause (ii) together with clause (i) is hereinafter referred to as the “ Right of Set-Off ”) and then (iii) in cash. The amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. Seller will not have any right to seek contribution from either Company or Buyer with respect to all or any part of Seller’s indemnification obligations under this ARTICLE VII . Buyer will not be required to make any claim against either Company in respect of any representation, warranty, covenant or any other obligation of either Company to Buyer hereunder or under any Ancillary Document to which such Company is a party, and may solely seek action against Seller. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no party may take any position inconsistent with such characterization.

7.7.         Timing of Payment; Right to Set-Off. Any indemnification obligation of an Indemnitor under this ARTICLE VII which results in an out of pocket payment after applying the Right of Set-Off will be paid within three (3) Business Days after the final determination of such obligation in accordance with Section 7.4 . Without limiting any of the foregoing or any other rights of Buyer under this Agreement or any Ancillary Document or at law or equity, in the event that Seller fails or refuses to promptly indemnify a Buyer Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case where it is finally established that Seller is obligated to provide such indemnification or make such payment, the applicable Buyer Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the Shares then owned by Seller up to an amount equal in value (based on the Buyer Common Stock Price) to the amount owed by Seller. In the event that Seller fails to promptly transfer any such Shares pursuant to this Section 7.7 or fails to transfer any Shares as required by Sections 7.6 or 2.6(e) , Buyer shall be and hereby is authorized as the attorney-in-fact for Seller to transfer such Shares to the proper recipient thereof as required by this Section 7.7 or Section 2.6(e) or 7.6 , as applicable, and may transfer such Shares and cancel the stock certificates for such Shares on its books and records and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which shares of Buyer Common Stock are listed or traded to do the same.

ARTICLE VIII

TAX MATTERS

8.1.         Tax Returns.

(a)          Seller will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date, and Buyer will reasonably cooperate with Seller to enable Seller to do so. Any Tax Returns filed pursuant hereto must be consistent with the prior Tax Returns of the Companies unless otherwise required by applicable Laws. No later than twenty (20) days prior to filing, Seller will deliver to Buyer all such Tax Returns and any related work papers and will permit Buyer to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Buyer. Seller will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Net Working Capital included in the Final Statement.

(b)          To the extent that any Tax Returns of PRS relate to any Tax periods which begin before the Closing Date and end after the Closing Date, PRS will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of PRS unless otherwise required by applicable Laws and file or cause to be filed any such Tax Returns. PRS will permit Buyer to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) days prior to filing such Tax Returns and will make such revisions to such Tax Returns as are reasonably requested by Buyer unless otherwise required by applicable Law. To the extent that any Tax Returns of PS relate to any Tax periods which begin before the Closing Date and end after the Closing Date, PS will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of PS unless otherwise required by applicable Laws and file or cause to be filed any such Tax Returns. PS will permit Seller to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) days prior to filing such Tax Returns and will make such revisions to such Tax Returns as are reasonably requested by Seller unless otherwise required by applicable Law.

(c)          For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction (A) the numerator of which is the number of days in the taxable period ending on the Closing Date and (B) the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with GAAP and the prior practice of the applicable Company unless otherwise required by applicable Law.

8.2.         Transfer Taxes. All Taxes imposed in connection with the transfer of the Purchased Stock (“ Transfer Taxes ”), whether such Taxes are assessed initially against Buyer, Seller or any of their respective Affiliates, shall be borne and paid equally by Seller and Buyer.

ARTICLE IX

GENERAL PROVISIONS

9.1.         Expenses. Except as otherwise expressly set forth elsewhere in this Agreement, Buyer will bear its own legal and other fees and expenses incurred in connection with its negotiating, executing and performing this Agreement, including any related broker’s or finder’s fees, and the Seller Parties will bear their respective legal and other fees and expenses incurred in connection with their negotiating, executing and performing this Agreement, including any related broker’s or finder’s fees, for periods on or before the Closing Date. Seller agrees that the fees and expenses of the Seller Parties for periods on or before the Closing Date will be paid by Seller. Each of Seller and PRS will bear its own legal and other fees and expenses incurred in connection with this Agreement after the Closing, subject to the provisions of this Agreement.

9.2.         Notices. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (i) when received if given in person or by courier or a courier service, (ii) on the date of transmission if sent by facsimile or email (with affirmative confirmation of receipt, and provided, that the party providing notice shall within two (2) Business Days provide notice by another method under this Section 9.2 ) or (iii) three (3) Business Days after being deposited in the U.S. mail, certified or registered mail, postage prepaid:

or to such other individual or address as a party hereto may designate for itself by notice given as herein provided.

9.3.         Interpretation. The table of contents and the headings and subheadings of this Agreement are for reference and convenience purposes only and in no way modify, interpret or construe the meaning of specific provisions of the Agreement. In this Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (iv) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (v) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or” means “and/or”; (viii) reference to any statute includes any rules and regulations promulgated thereunder; (ix) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; and (x) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule” and “Exhibit” are intended to refer to Sections, Schedules and Exhibits to this Agreement.

9.4.         Seller Not Authorized to Act on Behalf of Buyer. In the event that Seller becomes a director, officer, employee or other authorized agent of Buyer or its Affiliates (including, after the Closing, PS), Seller shall have no authority, express or implied, to act or make any determination on behalf of Buyer or its Affiliates in connection with this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby and thereby or any dispute or Action with respect thereto.

9.5.         Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. Any illegal or unenforceable term will be deemed to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions of applicable Law and such term, as so modified, and the balance of this Agreement will then be fully enforceable. The parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

9.6.         Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties hereto; provided , however , that after the Closing, Buyer may assign its rights and benefits hereunder (i) to any Affiliate of Buyer (provided, that (A) Buyer also assigns each Ancillary Document to which it is a party to such Affiliate, (B) Buyer shall remain primarily responsible for its obligations hereunder and under each such Ancillary Document and (C) the assignee expressly assumes the obligations of Buyer hereunder and under each such Ancillary Document) or (ii) to any Person acquiring all or substantially all of the assets of Buyer and its Subsidiaries taken as a whole or all or a majority of the outstanding equity securities of Buyer (whether by stock purchase, merger, consolidation or otherwise) (provided, that (A) Buyer also assigns each Ancillary Document to which it is a party to such Person and (B) the assignee expressly assumes the obligations of Buyer hereunder and under each such Ancillary Document). Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of each party hereto.

9.7.         No Third-Party Beneficiaries. Except for the indemnification rights of the Buyer Indemnified Parties and Seller Indemnified Parties set forth herein, this Agreement is for the sole benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such heirs, legal representatives, successors and permitted assigns, any legal or equitable rights hereunder.

9.8.         Amendment; Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto. Notwithstanding anything to the contrary contained herein: (a) the failure of any party at any time to require performance by the other of any provision of this Agreement will not affect such party’s right thereafter to enforce the same; (b) no waiver by any party of any default by any other party will be valid unless in writing and acknowledged by an authorized representative of the non-defaulting party, and no such waiver will be taken or held to be a waiver by such party of any other preceding or subsequent default; and (c) no extension of time granted by any party for the performance of any obligation or act by any other party will be deemed to be an extension of time for the performance of any other obligation or act hereunder.

9.9.         Remedies. Except as specifically set forth in this Agreement, any party having any rights under any provision of this Agreement will have all rights and remedies set forth in this Agreement and all rights and remedies which such party may have been granted at any time under any other contract or agreement and all of the rights which such party may have under any applicable Law. Except as specifically set forth in this Agreement, any such party will be entitled to (a) enforce such rights specifically, without posting a bond or other security or proving that monetary damages would be inadequate (including Buyer’s right to equitable relief, including injunction and specific enforcement, in the event of any breach of Sections 6.2 , 6.5 , 6.6 or 6.7 hereof), (b) to recover damages by reason of a breach of any provision of this Agreement and (c) to exercise all other rights granted by applicable Law. The exercise of any remedy by a party will not preclude the exercise of any other remedy by such party.

9.10.       Mutual Drafting. The parties acknowledge and agree that: (a) this Agreement and the Ancillary Documents are the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party; (b) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any, Exhibits and Schedules attached hereto) and the Ancillary Documents and have contributed to their revision; and (c) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement or the Ancillary Documents.

9.11.       Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to its choice of law principles). Subject to Sections 2.6(d) and 7.4(c) , for purposes of any Action arising out of or in connection with this Agreement, the Ancillary Documents or any transaction contemplated hereby or thereby, each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction and venue of any state or federal court located within New York County, State of New York, (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 9.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 9.11 , and (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of such court, that the Action is brought in an inconvenient forum, that the venue of the Action is improper or that this Agreement or the Ancillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Action. The parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements .

9.12.       Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy, faxed, scanned and/or emailed copy of this Agreement or any Ancillary Document or any signature page to this Agreement or any Ancillary Document, shall have the same validity and enforceability as an originally signed copy.

9.13.       Entire Agreement. This Agreement (including the Exhibits and Schedules hereto, which are hereby incorporated herein by reference and deemed part of this Agreement), together with the Ancillary Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof.

[Remainder of Page Intentionally Left Blank; Signatures Appear on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered as of the date first written above.

[Signature Page to Stock Purchase Agreement]

TABLE OF CONTENTS:

EXHIBITS:

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO MAKER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

UNSECURED PROMISSORY NOTE

Issuance Date: May 17, 2014, 11:59 P.M.

Principal Amount: $2,367,466

For value received, Staffing 360 Solutions, Inc., a Nevada corporation (“ Maker ”), promises to pay to Linda Moraski (“ Payee ”) the principal sum of $2,367,466, together with interest accrued but unpaid thereon, at the rate and on the terms set forth below in this promissory note (this “ Note ”). The date of this Note is as of 11:59 P.M. on May 17, 2014 (the “ Issuance Date ”). This Note is being issued in connection with that certain Stock Purchase Agreement, dated as of 11:59 p.m. on May 17, 2014 (the “ Purchase Agreement ”), by and among Payee, PeopleSERVE, Inc. a Massachusetts corporation, PeopleSERVE PRS, Inc., a Massachusetts corporation, and Maker. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. The principal amount of this Note, and the dollar amount of the Monthly Installments (as defined below) may be increased or decreased, as the case may be, in accordance with Section 2.6 of the Purchase Agreement.

1.           Repayment . All payments of interest and principal shall be in lawful money of the United States of America in immediately available funds, at the address of Payee on the books of Maker or at such other place, or by wire transfer of funds to such account of Payee, as Payee may designate in writing to Maker. Unless this Note is paid or otherwise satisfied in full as set forth herein, and unless a Suspension of Payment occurs and is continuing and otherwise subject to Section 3 of this Note, payments of principal shall be made in monthly installments in the monthly amount of one-thirty-sixth (1/36 ^th ) of the principal due on the Issuance Date (the “ Monthly Installment ”), and any remaining principal amount of, and all unpaid accrued interest on, this Note shall be due and payable on the thirty-six (36) month anniversary of the Issuance Date (the “ Maturity Date ”); provided , however , that in the event that a Suspension of Payment occurs pursuant to Section 3 below, for each month that a Suspension of Payment is in effect (each, a “ Suspension Month ”), the Maturity Date shall be extended after the thirty-six (36) month anniversary for another month, up to an aggregate total of six (6) months (the Maturity Date after such six (6) month extension, the “ Final Maturity Date ”). The Monthly Installments shall be applied to principal under this Note, but all other payments or deemed payments, including any offsets under Section 7 hereof, shall be applied first to any accrued and unpaid interest on principal amounts previously paid, then to accrued interest on unpaid principal, and thereafter to any remaining unpaid principal.

2.           Interest Rate and Payments; No Security Interest . Interest on the outstanding principal amount shall accrue daily at a rate equal to six percent (6%) per annum. Interest will be calculated on the basis of a 365-day year for the actual number of days elapsed. So long as there is no Suspension of Payment, interest will accrue from the date hereof until the outstanding principal amount is paid or otherwise satisfied in full or forfeited pursuant to Section 3. The Monthly Installment shall be payable on a monthly basis, no later than the fifteenth (15th) day of such month (a “ Payment Date ”), and such Monthly Installments shall begin on the first such Payment Date which shall be begin in June, 2014. On the Maturity Date (as it may be extended pursuant to Section 1 as a result of any Suspension of Payment), Maker will pay all remaining principal hereof and accrued but unpaid interest, subject to Section 3 below. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the principal balance at a rate which could subject Maker to Payee to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by applicable law to contract or agree to pay. If by the terms of this Note, Maker is at any time required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate. This Note is an unsecured promissory note.

3.           Suspension of Payments . Notwithstanding any other provisions of this Note, payments of principal due hereunder shall immediately be suspended and no interest shall continue to accrue on any unpaid principal amounts (a “ Suspension of Payment ”) if the Gross Profit for any trailing twelve (12) full fiscal month period after the Issuance Date (the “ TTM ”) is less than eighty percent (80%) of the Closing Gross Profit (the “ Target Gross Profit ”); provided , that in the event that Payee’s employment with PS is terminated (i) by Payee for Good Reason (as such term is defined in the Employment Agreement, dated as of the date hereof, by and between Payee and PS (the “ PS Employment Agreement ”)) or (ii) by PS without Cause (as such term is defined in the PS Employment Agreement) (other than due to Payee’s death or disability), the Target Gross Profit for all periods from and after the effective date of such termination of employment (the “ Termination Date ”) shall be equal to sixty (60%) of the Closing Gross Profit . Payment of principal shall only be reinstated, and accrual of interest on unpaid principal amounts shall recommence, when the Gross Profit for the TTM equals or exceeds the Target Gross Profit; provided , however , that no such suspension shall occur if the shortfall in Gross Profit referred to in the prior clause directly results from (a) legal or regulatory action by a Governmental Authority (excluding any action relating to a Government Contract or that is caused by a default or violation of applicable Law by Payee or either Company or their respective Subsidiaries) that directly impacts the Companies and/or their respective Subsidiaries in a materially negative manner or (b) is attributable to or is decreased directly as a result of any act, omission, transaction or arrangement carried out by or at the written request of Maker over the reasonable written objection of Payee. Notwithstanding anything to the contrary contained in this Note, in the event that there are more than six (6) Suspension Months in the aggregate (whether or not consecutive) under this Note on or prior to the Final Maturity Date, then: (i) on the Final Maturity Date, Maker shall pay to Payee the Monthly Installment due on the Final Maturity Date (unless a Suspension of Payment has occurred for such month), together with all interest accrued on the principal amount of this Note paid from the Issuance Date through and including the Final Maturity Date (but excluding any interest which did not accrue due to any Suspension of Payment as set forth in the first sentence of this paragraph); and (ii) all remaining principal of this Note and any accrued interest attributable to such remaining principle shall be cancelled and forfeited by Payee and be deemed to be null and void, and no further interest shall accrue thereon. For purposes hereof: (i) “ Gross Profit ” shall mean, with respect to any applicable period, the consolidated Revenues of the Companies and their respective Subsidiaries, if any, less the consolidated direct Costs of Services of the Companies and their respective Subsidiaries, calculated in accordance with GAAP as consistently applied by Maker, and with the Companies and their Subsidiaries, if any, being consolidated as if they were wholly-owned by the same stockholder for such calculations; (ii) “ Revenue ” shall mean, as determined in accordance with GAAP as consistently applied by Maker and its Subsidiaries, all revenue from the operation of the businesses of the Companies and their respective Subsidiaries, if any, from whatever source, including without limitation: (A) revenue for temporary services (recognized at the time that the service is provided and revenue is recorded on a time and materials basis); (B) temporary contracting revenue (recognized as gross when a Company acts as principal in the transaction and is at risk for collection); (C) revenue that does not meet the criteria for gross revenue reporting (reported on a net basis); (D) revenue generated when a Company permanently places an individual with a client on a contingent basis (recorded at the time of acceptance of employment); and (E) revenue generated when a Company places an individual with a client on a retained basis (recorded ratably over the period the services are rendered); (iii) “ Cost of Services ” means the direct costs to generate the Revenues, including payroll expenses to independent contractors, payroll burdens, payroll taxes and insurance obligations and reimbursable expenses, as determined in accordance with GAAP as consistently applied by Maker and its Subsidiaries; and (iv) “ Closing Gross Profit ” means the Gross Profit for the trailing twelve (12) full fiscal month period ending April 26, 2014. For purposes of calculating the Gross Profit, if at any time while any obligations remain outstanding under this Note, (i) PS is not operated as a separate subsidiary of Maker, but is merged into Maker or a Subsidiary or Affiliate of Maker, and/or (ii) PRS is not operated as a stand-alone company, but is merged into Maker or a Subsidiary or Affiliate of Maker other than PS or its Subsidiaries, the Gross Profit will include the division(s) or other internal organization(s) of Maker (and/or such Subsidiary or Affiliate) which includes the business formerly conducted by PS and/or PRS. For illustration purposes, the calculation of Gross Profit for PS, as set forth on PS’s year-to-date P&L statement dated as of April 26, 2014 is as set forth on Exhibit A hereto. Any ambiguities in the calculation of the Gross Profit shall be determined in a manner consistent with Exhibit A , or if there is a change in GAAP after the Issuance Date such that the manner contemplated by Exhibit A is no longer in compliance with GAAP, then in such manner that is as close as possible to that contemplated under Exhibit A that is in compliance with the new GAAP principles. In the event any such change in GAAP causes the manner of calculating Gross Profit going forward to differ significantly from the manner in which the Closing Gross Profit was previously calculated, the parties shall adjust the Closing Gross Profit by re-calculating the Gross Profit for the trailing twelve (12) full fiscal month period ending April 26, 2014 as if such new GAAP requirements were in effect at the time.

4.           Procedures for Determining Gross Profit . Together with each Monthly Installment (or if no Monthly Installment is to be paid for such month as a result of a Suspension of Payment as determined by Maker, within fifteen (15) days after the end of each fiscal month), Maker will prepare and deliver to Seller a written statement (each, a “ Gross Profit Statement ”) that sets forth Maker’s determination in accordance with the terms of this Note of the Gross Profit for the fiscal month most recently ended (the “ Subject Month ”) and the TTM ending as of the Subject Month (the “ Subject TTM ”), and whether or not a Suspension of Payment has occurred for the Subject Month. Seller and its Representatives will provide Maker and its Representatives with reasonable access to the books and records, personnel and properties of PRS and its Subsidiaries, if any, and any other information of PRS or its Subsidiaries, if any, that Maker reasonably requests in connection with Maker’s preparation of each Gross Profit Statement. In the event that Maker notifies Payee that there is a Suspension of Payment for the Subject Month, Seller will have the right to have an independent certified public accountant (the “ CPA ”) review and inspect the records of PS and PRS (any any other records of Maker or its Subsidiaries to the extent relating to the Gross Profit determination) and their respective Subsidiaries, if any, for the Subject Month and the Subject TTM for the purpose of determining the accuracy of the Gross Profit Statement and the Gross Profit calculated therein by delivering written notice thereof within fifteen (15) days after the delivery of the Gross Profit Statement for the Subject Month. The CPA selected to conduct such review must be acceptable to both Maker and Seller (provided, that if the CPA does not accept its appointment or Maker and Seller cannot agree on the CPA, in either case within ten (10) days after Maker’s receipt of the notice from Seller requesting the CPA, either Maker or Seller may require, by written notice to the other, that the CPA be selected by the New York City Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association). Each party will execute a reasonable and customary engagement letter with the CPA with respect to its review that is consistent with the terms of this Section 4 (including the responsibility of the parties for the CPA’s costs and expenses). In connection with the CPA’s review, (i) Maker will permit the CPA, upon reasonable prior written notice, to have access during normal business hours to such records and finance personnel of PS and its Subsidiaries, if any (and any other records of Maker and its Subsidiaries to the extent relating to the determination of Gross Profit and Subject TTM), and (ii) Seller will permit the CPA, upon reasonable prior written notice, to have access during normal business hours to such records and finance personnel of PRS and its Subsidiaries, if any, in either case of clauses (i) or (ii), as may be reasonably necessary to verify Maker’s calculation of the Gross Profit hereunder for the Subject Month and the Subject TTM, including their books, records and working papers. The CPA will promptly and diligently conduct its review and will provide its final determination with respect to the Gross Profit and the Subject TTM, and whether or not the Suspension of Payment was properly instituted, in writing to each party within thirty (30) days after its engagement. Each party will use its commercially reasonable efforts to permit the CPA to timely complete its review. In the event that the CPA reasonably determines that there should not have been a Suspension of Payment for the Subject Month, (i) the parties will be bound by such determination, (ii) Maker shall be responsible for the reasonable fees and expenses charged by the CPA with respect to its review of the Subject Month and the Subject TTM, (iii) Maker will pay to Seller the Monthly Installment for the Subject Month within fifteen (15) days after Maker’s receipt of the CPA’s written report and (iv) interest with respect to the Monthly Installment for the Subject Month shall be reinstituted retroactively to the date of Suspension of Payment, and continue to accrue as if there had been no Suspension of Payment for the Subject Month. In the event that the CPA reasonably determines that the Suspension of Payment for the Subject Month was properly instituted, (i) the parties will be bound by such determination, (ii) Seller shall be responsible for the reasonable fees and expenses charge by the CPA with respect to its review of the Subject Month and the Subject TTM, and (iii) the provisions of Section 3 will apply to such Subject Month. Any calculations of Gross Profit for any subsequent fiscal month that includes the Subject Month or any portion of the Subject TTM in the TTM for such subsequent month will apply the determinations of the CPA with respect to the Subject Month and the portion of the Subject TTM that is included in the TTM for such subsequent month. Notwithstanding the foregoing in this Section 4, the CPA shall not make any determinations with respect to the matters described in proviso to the first sentence of Section 3 of this Note, and any determination made by the CPA shall be further subject to such proviso.

5.           Prepayment . Maker may, in its discretion, prepay this Note in whole or in part prior to the Maturity Date.

6.           Events of Default and Remedies .

(a)           Events of Default . Each of the following shall constitute an “ Event of Default ”:

(i)          the failure of Maker to pay or otherwise satisfy any amounts due under this Note when due (subject to the Suspension of Payment provided for in Section 3 and the procedure for resolving any disputes), which failure is not cured within ten (10) Business Days after written notice of such failure is received by Maker from Payee;

(ii)         the material default by Maker of any of its other material covenants or agreements under this Note, or the material breach by Maker of its representations made under Section 5.4 of the Purchase Agreement, which material default or material breach is not cured within thirty (30) Business Days after written notice of such material default or material breach is received by Maker from Payee;

(iii)        a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudging Maker as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of Maker under any bankruptcy or similar law, and such decree of order shall have continued undischarged and unstayed for a period of ninety (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 Maker, or for the winding up or liquidation of the affairs of Maker, shall have been entered, and such decree, judgment, or order shall have remained in force undischarged and unstayed for a period of sixty (60) days;

(iv)        Maker 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;

(v)         the dissolution, termination of existence or liquidation of Maker (other than in connection with an internal corporate reorganization or a change of control of Maker, in either case, in which the successor to Maker assumes all of Maker’s obligations under this Note); or

(vi)        any of the following transactions shall be consummated without the consent of Payee, except in each case if taken in connection with a sale of all or substantially all of the assets of Maker and its Subsidiaries, taken as a whole, or otherwise in connection with a change of control of Maker (provided, that, in each case, if not assumed as a matter of law, the obligations of Maker under the Note are expressly assumed in writing by the acquirer or its affiliate in such transaction): (A) the merger or consolidation of PS with any other Person (other than a wholly-owned subsidiary of PS where PS is the surviving entity); (B) the sale of all or substantially all of the assets of PS and its Subsidiaries, taken as a whole, to any other Person (other than a wholly-owned subsidiary of PS where PS is the surviving entity); (C) the sale of a majority of the equity interests of PS to any Person (other than an Affiliate of Maker); or (D) the liquidation, dissolution, or termination of the existence of PS.

(b)           Acceleration of Maturity Date . If an Event of Default occurs and is continuing, then Payee, by providing written notice to Maker (an “ Acceleration Notice ”), may declare all of the outstanding principal under this Note, together with all interest that has accrued thereon and on the principal of the Note that has previously been paid, to be due and payable immediately; provided , that if at the time when Maker receives an Acceleration Notice there has been more than six (6) Suspension Months in the aggregate (whether or not consecutive) under this Note, the principal amounts under this Note attributable to each Suspension Month in excess of the sixth Suspension Month, along with the accrued interest attributable to such principal amounts, shall not be accelerated, and such obligations shall be cancelled forfeited by Payee upon delivery of such Acceleration Notice); and provided , further , that the amounts described above shall immediately accelerate and become due without the requirement of an Acceleration Notice or any other action on the part of Payee upon the occurrence of any Event of Default listed in clause (iii), (iv) or (v) of Section 6(a) .

7.           Right to Set-Off . The obligations of Maker under this Note may be offset as set forth in Article VII of the Purchase Agreement.

8.           Attorneys’ Fees . Except with respect to the costs of the review by the CPA as set forth in Section 4, the non-prevailing party to any claim that is finally determined under this Note will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the other party. For purposes of this Section 8, in any claim hereunder in which the requirement to make a payment or the amount thereof is at issue, in the event that the final determination of the court does not specifically award costs and expenses based on this Section 8, the party seeking such payment will be deemed to be the non-prevailing party unless the applicable court of competent jurisdiction awards such party more than one-half (1/2) of the amount in dispute, in which case, the party against whom payment is sought shall be deemed to be the non-prevailing party.

9.           No Transfer of Rights to Receive Payments . Without limiting anything contained in this Note, without the prior written consent of Maker (which may be withheld in its sole discretion), Payee shall not transfer, assign, convey or subject to any Lien any of Payee’s rights under this Note to receive any payments; provided, that this Section 9 shall not prevent transfers of such rights by Payee to (i) Payee’s estate or heirs (by will or intestate succession) upon Payee’s death or (ii) one or more trusts for the benefit of the immediate family members of Payee, provided that, in each case, the transferee acknowledges and agrees to the terms, conditions and obligations set forth in this Note.

10.          Incorporation of Purchase Agreement Provisions . The parties hereby agree that Sections 9.2 through 9.12 of the Purchase Agreement are hereby incorporated herein as if set forth in this Agreement, with any reference to the Purchase Agreement therein referring to this Note instead.

11.          Entire Agreement . This Note (and to the extent incorporated herein, the Purchase Agreement) constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates any prior agreements or understanding between the parties or their respective Affiliates (written or oral) with respect to the subject matter hereof.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Maker has caused this Unsecured Promissory Note to be duly executed and delivered as of the date first set forth above.

[Signature page to Note]

Exhibit A

Sample Gross Profit Calculation

See attachment.

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made and entered into as of May 17, 2014 (the “ Effective Date ”), by and between PeopleSERVE, Inc. , a Massachusetts corporation (the “ Company ”) and a wholly-owned subsidiary of Staffing 360 Solutions, Inc., a Nevada corporation (“ Parent ”), and Linda Moraski (hereinafter, “ Executive ”), whose principal address is set forth underneath Executive’s name on the signature page hereto. The Company agrees to employ Executive and Executive hereby accepts employment with the Company as of the date hereof upon the terms and conditions set forth below. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Stock Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), by and among Executive, the Company, PeopleSERVE PRS, Inc., a Massachusetts corporation (“ PRS ”), and Parent. This Agreement is being entered into in connection with the transactions contemplated under the Purchase Agreement.

1.            Terms of Employment .

(a)          Title and Duties. Commencing on the Effective Date upon the Closing, Executive shall be employed by the Company in the position of President and Chief Executive Officer. Executive shall perform such duties as is customary for such position and such other duties as may, from time to time, be assigned by the Company’s Board of Directors (the “ Board ”) or Executive’s direct report. Executive will report directly to Parent’s Vice President Professional Services and Information Technology, who as of the date of this Agreement is Steve Thompson.

(b)          General Obligations of Executive. Executive hereby agrees that she will devote all of her working time and attention and give her best effort and skill during normal working hours for a similarly situated executive with Executive’s level of responsibility to the business and interests of the Company during the Term of this Agreement, and that she will perform such services, as may from time to time be assigned to her, and shall use her best efforts to further enhance and develop the business of the Company. Executive agrees that she will give full attention to and comply with all lawful rules and procedures as may be from time to time promulgated by the Company and/or the Parent as applicable to the Company in their sole and absolute discretion.

(c)          Restrictions on Executive. Subject to the exception in clause ‎(d) below and to the proviso in the last sentence of this paragraph, Executive shall not, without the prior written consent of the Company or Parent, at any time during the Term of this Agreement: (i) accept employment with, or render services of a business, professional or commercial nature to, any Person other than Parent or the Company; (ii) engage in, own or provide financial or other assistance to any Person, venture or activity which the Company may in good faith consider to be competitive with or adverse to Parent or the Company, whether directly or indirectly, alone or with any other Person as a principal, agent, shareholder, participant, partner, promoter, director, officer, manager, employee, consultant, sales representative or otherwise; or (iii) engage in any venture or activity which the Company may in good faith consider to interfere with Executive’s performance of her duties. Executive shall make full and prompt written disclosure to the Company of any business opportunity of which she comes aware and which relates to the business of Parent and/or the Company; provided, however , that the provisions of this paragraph shall not apply to (x) ownership of up to three percent (3%) of the securities of a publicly owned entity, (y) the ability of Executive to sit on the board of a charitable or educational non-profit organization or (z) Executive’s involvement in, and work on behalf of, Tech Women Boston, so long, as in the case of each of clauses (y) and (z), such activities do not negatively impact Executive’s performance of her obligations on behalf of the Company or PRS.

(d)         PRS Exception. The Company acknowledges that as of the date hereof, Executive is a fifty-one percent (51%) owner of, and an employee holding the highest officer position at, PRS. Notwithstanding anything to the contrary contained in this Agreement, including this Section ‎1 , the Company acknowledges and agrees that, so long as either (x) Executive continues to own at least fifty-one percent (51%) of the outstanding capital stock of PRS or (y) the Parent, the Company or their respective Affiliates collectively own a majority of the outstanding capital stock of PRS, then (i) Executive shall be permitted to be employed by PRS, (ii) Executive’s employment under this Agreement will not prevent Executive from devoting sufficient time and attention to the daily affairs of PRS to control its management and daily business operations, (iii) such activities conducted by Executive for PRS will not be a violation of this Section ‎1 and (iv) subject in all cases to any requirement in any agreement between PRS and any of its customers that any Intellectual Property (as defined below) developed by PRS or its employees will be owned by, or must be assigned to, such customer (“ PRS Customer IP Requirements ”), any Intellectual Property developed by Executive in connection with Executive’s work on behalf of PRS will be owned by PRS ( provided , that, subject to the PRS Customer IP Requirements, the Company and its Affiliates will have a perpetual royalty-free license to use any such Intellectual Property).

2.           Duration of Employment . Unless sooner terminated pursuant to Section ‎4 , the Company will employ Executive, and Executive will serve the Company, under the terms of this Agreement, for a term of three (3) years commencing on the Effective Date (the “ Term ”); provided , however , that commencing on the third (3 ^rd ) anniversary of the Effective Date, and on each anniversary of the Effective Date thereafter, the Term of this Agreement shall be extended automatically for an additional one (1) year period unless at least One Hundred Eighty (180) days prior to each such anniversary date, the Company or Executive shall have given notice that it or she, as applicable, does not wish to extend the Term of this Agreement for such additional one (1) year period.

3.            Compensation and Benefits .

(a)           Base Salary . Executive shall receive an annual base salary paid by the Company of One Hundred Twelve Thousand and Five Hundred U.S. Dollars ($112,500) (the “ Base Salary ”). Your Base Salary shall be increased (but shall not be decreased) at each anniversary of the Effective Date by the increase in the Consumer Price Index for all Urban Consumers (CPI-U) for the Northeast Region for all items over the prior year on the same date, as determined and published by the U.S. Bureau of Labor Statistics. Any other upward adjustments from time to time to the Base Salary shall be made at the sole and absolute discretion of the Board. The annual Base Salary is payable bi-weekly (26 equal installments), or at such other time or times as executives of the Company or Parent are normally paid (less the usual customary and lawful deductions).

(b)           Commission .

(i)          Executive shall receive, in addition to her Base Salary, an annual commission (the “ Commission ”) equal to the sum of (A) three percent (3%) of the Gross Profit (as defined in the Note) for such fiscal year (the “ Base Commission ”) plus (B) two and one-half percent (2.5%) of the amount that the Gross Profit for such fiscal year exceeds the Closing Gross Profit (as defined in the Note) (the “ Additional Commission ”);

(ii)         The Commission for each fiscal year of the Company during the Term shall be paid in cash in four (4) quarterly installments within thirty (30) days after the end of each fiscal quarter based on the Gross Profit of the Company and PRS and their respective Subsidiaries, if any, recognized in such quarter and for the fiscal year-to-date period. Any determination of Gross Profit under this Agreement shall be made in good faith by the Board (excluding, to the extent applicable, Executive) using the methodology for determining Gross Profit as described in Section 3 of the Note, including as set forth in Exhibit A to the Note. Such amounts shall be reconciled at the end of each fiscal year with the actual Gross Profit for such year and, in the event that there is any adjustment (upward or downward) to the Gross Profit following the payment of a Commission hereunder, the amount of Commission paid in the subsequent installment(s) (or after the end of a fiscal year, the subsequent fiscal year) shall be increased or decreased for the adjusted Commission resulting from such adjustment to the Gross Profit; provided , however , that in the event of termination of this Agreement such that no further payments of Commission will become due under this Agreement, any aggregate increase for the adjusted Commission (including any adjustments for prior periods that have not been paid, offset or otherwise satisfied) will be paid by the Company to Executive, and any aggregate decrease for the adjusted Commission (including any adjustments for prior periods that have not been paid, offset or otherwise satisfied) will be reimbursed by Executive to the Company, in each case, within thirty (30) days after the date of such reconciliation. If there is a review by the CPA (as defined in the Note) under Section 4 of the Note for such fiscal year, then the reconciliation will be based on the CPA’s review in accordance with Section 4 of the Note; otherwise, the reconciliation will be performed by the Board in good faith.

(c)           Annual Bonus Compensation . In addition to the Base Salary and Commissions, for each fiscal year of the Company during the Term, Executive shall be eligible to earn a bonus calculated in accordance with Schedule 1 hereto, as determined in good faith by the Board in accordance with the applicable performance criteria established in good faith by the Board within a reasonable time after the commencement of each year, taking into account the business plan for such year. Any annual bonus earned by Executive hereunder shall be paid no later than ninety (90) days of the commencement of the following fiscal year (or if later, five (5) Business Days after the completion of the fiscal audit of the Company for such fiscal year).

(d)           Benefits . Executive (and Executive’s immediate family) shall be entitled to participate in all health, welfare and other benefit programs adopted and/or made available from time to time by Parent for the benefit of its senior executives (the “ Benefits ”); provided , however , that the Benefits provided to Executive shall not contain less coverage or be less favorable to Executive than those provided to Executive by the Company immediately prior to the Effective Date as disclosed to Parent in writing in connection with the Purchase Agreement. These include, without limitation, the payment by the Company of 100% of the costs of health insurance premiums, the cost of maintaining Executive’s primary car used by Executive for business transportation and gas, tolls and other reasonable travel expenses incurred by Executive in connection with the business.

(e)           Fringe Benefits . As an executive of the Company, Executive shall be eligible to participate in all executive fringe benefit programs that are adopted and/or made available from time to time by Parent for the benefit of its senior executives and to participate in such other non-discriminatory fringe benefit programs as Parent may generally make available to its other executive personnel.

(f)           Stock Incentives . Executive shall be entitled to participate in any and all stock incentive programs offered to senior executives of Parent that are consistent with those provided to senior executives of Parent.

(g)           Paid Time Off . Executive shall be entitled to vacation and other paid time off in accordance with the Company’s standard vacation and paid time off policies up until Parent’s Employee Benefit Policy takes effect, at which time Executive shall be entitled to paid time off in accordance with Parent’s Employee Benefit Policy consistent with that which is generally provided to senior executives of Parent; provided , that notwithstanding the foregoing, Executive shall be entitled to no less than twenty-five (25) paid vacation days each fiscal year, plus customary paid holidays consistent with Company policies. Vacation time shall accrue monthly on a pro-rata basis over the course of a year.

(h)           Business Expenses . The Company shall promptly reimburse Executive, or directly pay, for any and all necessary, customary and usual expenses, properly documented with receipts in accordance with the Company’s policies and procedures, incurred by Executive on behalf of the Company, including without limitation expenses incurred by Executive in connection with (i) the use of a mobile phone by Executive, (ii) the entertainment of customers and potential customers and (iii) business travel by Executive; provided , that Executive shall have obtained Company’s prior approval with respect to any expenses that are not in the ordinary course of business. Executive, and not the Company, shall be entitled to keep her current mobile phone number.

(i)           Proration . Any payments or benefits payable to Executive hereunder in respect of any fiscal year during which Executive is employed by the Company for less than the entire year, unless otherwise provided in the applicable plan or arrangement (or is not payable upon termination under the relevant provision of Section ‎4 ), shall be prorated in accordance with the number of days in such fiscal year during which she is so employed.

4.           Termination of Executive’s Employment; Compensation upon Termination . Executive’s employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement, as follows:

(a)           Death . Executive’s employment hereunder shall terminate upon her death. In such event, the Company shall pay to such Person as shall have been designated in a notice filed with the Company prior to Executive’s death, or, if no such person shall have been designated, to her estate: (i) Executive’s Base Salary, Commission and any bonus accrued through the Date of Termination (as defined below) at the rate in effect at the time of death; (ii) all accrued and unused vacation days or other paid time off; (iii) all fringe benefits payable under the terms of any executive benefit plan or other arrangement as of the Date of Termination (items (i) through (iii) “ Accrued Compensation and Benefits ”); (iv) any payments which Executive’s spouse, beneficiaries or estate may be entitled to receive pursuant to any insurance or executive benefit plan or other arrangement or life insurance policy maintained by the Company or Parent as a death benefit for Executive’s behalf; and (v) a death benefit equal to Executive’s Base Salary for a period of one hundred eighty (180) days.

(b)           Disability . If, as a result of Executive’s incapacity due to physical or mental illness (as determined by a qualified independent physician selected by the Board that is reasonably acceptable to Executive), Executive shall have been unable, with reasonable accommodation, to perform the essential functions of her duties and responsibilities hereunder on a full-time basis for either (i) ninety (90) consecutive calendar days, or (ii) one hundred and thirty-five (135) calendar days within any three hundred and sixty (360) consecutive calendar days, and, at the end of such 90 or 135 day period, as the case may be, Executive shall not have returned to the performance of her duties and responsibilities hereunder on a full-time basis (“ Disability ”), the Company may terminate Executive’s employment hereunder. Executive agrees to cooperate with the independent physician in providing information and submitting to medical examinations and tests. During any period that Executive fails to perform her duties and responsibilities hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her Base Salary and Base Commissions until Executive’s employment is terminated for Disability in accordance with this Section ‎4(b) . Upon such termination, Executive shall receive: (i) the Accrued Compensation and Benefits (at the rates in effect as of the date the Notice of Termination (as defined below) is given) (provided, that with respect to Commissions and any accrued bonus, the Company shall pay the amounts as estimated in good faith by the Board on the Date of Termination, subject to an upward or downward adjustment thereafter based on the actual finally determined numbers); (ii) any disability insurance benefits Executive is entitled to receive; and (iii) all other benefits required by any federal or state law requiring continuation of benefits, including COBRA insurance benefits.

(c)           Cause or Voluntary Termination . If Executive’s employment shall be terminated either (A) by the Company for Cause or (B) voluntarily by Executive other than for Good Reason, the Company shall pay Executive: (i) her Base Salary and Base Commission accrued through the Date of Termination at the rate in effect at the time Notice of Termination is given (provided, that with respect to Commissions, the Company shall pay the amounts as estimated in good faith by the Board on the Date of Termination, subject to an upward or downward adjustment thereafter based on the actual finally determined numbers); and (ii) for all accrued and unused vacation days or other paid time off. For the avoidance of doubt, under any such termination of employment described in this Section ‎4(c), Executive shall not be entitled to receive any unpaid bonus.

(d)           Without Cause or For Good Reason . If (A) the Company terminates Executive’s employment without Cause (other than due to death or Disability), or (B) Executive shall terminate her employment for Good Reason (which termination shall be treated as if the Company constructively terminated Executive’s employment without Cause), the Company shall pay Executive: (i) the Accrued Compensation and Benefits (at the rates in effect as of the date the Notice of Termination is given) to be paid in one lump sum amount on the Date of Termination (provided, that with respect to Commissions and any accrued bonus, the Company shall pay the amounts as estimated in good faith by the Board on the Date of Termination, subject to an upward or downward adjustment thereafter based on the actual finally determined numbers); (ii) severance in an amount equal to the greater of (a) Executive’s full annual Base Salary plus Executive’s full annual base salary under Executive’s employment agreement with PRS (together with the Base Salary, the “ Combined Base Salary ”) to be paid in one lump sum on the Date of Termination, or (b) Executive’s full Combined Base Salary for the remainder of the Term (i.e., until the third (3 ^rd ) anniversary of the Effective Date) (the “ Severance Payment ”) to be paid in one lump sum amount by the earlier of (x) thirty (30) days after the Date of Termination and (y) one day after the expiration of any applicable revocation period for the Release (defined below); and (iii) all other benefits required by any federal or state law requiring continuation of benefits, including COBRA insurance benefits. Further, the Company shall not contest any claim by Executive for unemployment benefits. In addition, if such termination occurs while there remains any unpaid amounts under the Note, the Target Gross Profit (as defined in the Note) shall be adjusted in accordance with the terms of the Note. Notwithstanding the foregoing, payment of all or any portion of the Severance Payment by the Company is conditioned on (x) Executive executing and delivering to the Company a customary release of all employment related claims against the Company and its affiliates in form and substance reasonably acceptable to the Company and Executive (the “ Release ”) and (y) continued compliance by Executive with the terms of the Noncompetition Agreement of even date by Executive in favor of the Company and Parent (the “ Noncompetition Agreement ”); provided , that in the event of any termination described in this Section ‎4(d) , Executive shall no longer be bound by Section 1 of the Noncompetition Agreement. In no event will any portion of the Severance Payment be paid before the release becomes effective under applicable law upon expiration of any applicable revocation period.

(e)           Other Provisions Related to Termination .

(i)           Date of Termination . Any termination of Executive’s employment by the Company or by Executive (other than termination because of the death of Executive) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, (i) a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and, if other than a termination by the Company without Cause or a termination by Executive without Good Reason shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (ii) the “ Date of Termination ” shall mean: (A) if Executive’s employment is terminated by her death, the date of her death; (B) if Executive’s employment is terminated because of a Disability pursuant to Section ‎4(b) , when the Notice of Termination is given (provided that Executive shall not have returned to the performance of her duties on a full time basis prior to delivery of such notice); (C) if Executive’s employment is terminated by the Company for Cause or by Executive for Good Reason or without Good Reason, then, subject to Section ‎4(f) , the date specified in the Notice of Termination; (D) the date on which the then current Term expires if the Company or Executive gives the other party notice pursuant to Section ‎2 that it does not wish to extend the Term of this Agreement; and (E) if Executive’s employment is terminated by the Company without Cause, then thirty (30) days after a Notice of Termination is given.

(ii)          Good Reason . Upon the occurrence of an event or circumstance constituting Good Reason described in Section ‎4(f)(ii) (including any applicable notice and cure periods set forth therein), Executive may terminate her employment hereunder for Good Reason at any time within thirty (30) days thereafter by giving a Notice of Termination to the Company to that effect. In the event Executive terminates her employment for Good Reason, Executive immediately shall be released from any and all obligations imposed upon her by Section ‎1 of this Agreement from and after the Date of Termination. If Executive does not give such Notice of Termination to the Company within such 30-day period, then this Agreement will remain in effect and Executive shall not be entitled to terminate this Agreement for Good Reason for such event; provided , however , that the failure of Executive to terminate this Agreement for Good Reason shall not be deemed a waiver of Executive’s right to seek damages or any other remedy to which Executive is entitled on account of any breach by the Company of this Agreement or any other agreement between the Company or its Affiliates and Executive or any right on the part of Executive to terminate her employment for Good Reason upon the occurrence of a subsequent or other event or circumstance constituting Good Reason described in Section ‎4(f)(ii) (including any applicable notice and cure periods set forth therein) in accordance with the terms of this Agreement.

(iii)         Cause . Upon the occurrence of an event or circumstance constituting Cause described in Section ‎4(f)(i) (including any applicable notice and cure periods set forth therein), the Company may terminate Executive’s employment hereunder for Cause at any time within thirty (30) days thereafter (provided, that with respect to clauses (A) and (C), the Company may terminate for Cause within thirty (30) days after it has received written notice of the occurrence of such event or circumstance) by giving a Notice of Termination to Executive to that effect. If the Company does not give such Notice of Termination to Executive within such 30-day period, then this Agreement will remain in effect and the Company shall not be entitled to terminate this Agreement for Cause for such event; provided , however , that the failure of the Company to terminate this Agreement for Cause shall not be deemed a waiver of the right of the Company or its Affiliates to seek damages or any other remedy to which the Company or its Affiliates are entitled on account of any breach by Executive of this Agreement or any other agreement between the Company or its Affiliates and Executive or any right on the part of the Company to terminate Executive for Cause upon the occurrence of a subsequent or other event or circumstance constituting Cause described in Section ‎4(f)(i) (including any applicable notice and cure periods set forth therein) in accordance with the terms of this Agreement.

(f)           Definitions . For the purposes of this Agreement, the term:

(i)          “ Cause ” shall mean (A) Executive being convicted of, or entering a guilty plea or plea of no contest with respect to, any felony or any other crime involving fraud, dishonesty or moral turpitude, (B) the refusal by Executive, after explicit written (including via email) notice, to perform any reasonable lawful instruction of the Company with respect to the Company’s business, and such failure, if capable of cure, has not been cured within thirty (30) days after Executive’s receipt of written notice from the Company that such failure to perform such instruction constitutes “Cause” under this Agreement, (C) the commission by Executive of any fraud, embezzlement or misappropriation of any funds or property, (D) Executive’s material breach of her obligations under this Agreement or the Noncompetition Agreement, which breach, if capable of cure, has not been cured within thirty (30) days after Executive’s receipt of written notice of such breach or (E) Executive’s failure to adhere to any lawful written policy of the Company or Parent in any material respect, which failure, if capable of cure, has not been cured within thirty (30) days after Executive’s receipt of written notice of such failure; provided , that with respect to clauses (B), (D) and (E), any determination of breach or failure of Executive, and any applicable cure, shall be as reasonably determined by a majority of the Board in good faith at a meeting of the Board at which Executive is granted an opportunity to attend and participate with counsel; and

(ii)         “ Good Reason ” shall mean the occurrence, without Executive’s written consent, of any of the circumstances or events set forth below in items (I) through (VI) of this Section ‎4(f)(ii) where, in each case other than item (IV) hereof (which shall constitute Good Reason immediately upon the occurrence thereof), (A) Executive has provided written notice to the Company describing such circumstances or events within thirty (30) days after the occurrence of any such circumstance or events and indicating that Executive deems such circumstances or events to constitute Good Reason unless cured in accordance with this subsection and (B) if curable, the Company fails to cure such circumstances or events constituting Good Reason within thirty (30) days after receipt of such written notice from Executive: (I) a material and continuing diminution of Executive’s duties or responsibilities under this Agreement, or in her authority, powers or functions, including any removal of Executive from her title position described in Section ‎1(a) without her consent, (II) the relocation of the primary office in which Executive is based to a location that is more than thirty (30) miles away (in any direction) from Boston, Massachusetts, (III) a material breach of this Agreement by the Company, including a reduction in Executive’s Base Salary, or material change in the manner of calculating any Commission payable in accordance with Section ‎3 hereof (other than as required pursuant to changes in applicable Law or GAAP) or the failure to pay Executive any amount of Base Salary, Commission, Bonus and other compensation when due (after being determined in accordance with this Agreement), (IV) the occurrence of an Event of Default (as defined in the Note) under clauses (iii), (iv) or (v) of Section 6(a) of the Note, or (V) without the consent of Executive, (w) the merger or consolidation of the Company with any other Person (other than a wholly-owned subsidiary of the Company where the Company is the surviving entity), (x) the sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person (other than a wholly-owned subsidiary of the Company where the Company is the surviving entity), (y) the sale of a majority of the equity interests of the Company to any Person (other than an affiliate of Parent) or (z) the liquidation, dissolution, or termination of the existence of the Company; provided, that none of the foregoing in this clause (V) shall constitute Good Reason if taken in connection with a sale of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, or otherwise in connection with a change of control of Parent, provided , that, in each case, if not assumed as a matter of law, the obligations of Parent under the Note and of the Company under this Agreement are expressly assumed in writing by the acquirer in such transaction.

5.            Intellectual Property and Common Code .  The provisions of this Section ‎5 are subject in all cases to any requirement in any agreement between the Company and any of its customers that any Intellectual Property developed by the Company or its employees will be owned by, or must be assigned to, such customer. As used herein, “ Intellectual Property ” means any invention, concept, design, work, plan, product, equipment, idea, improvement, patent, patent application, copyright, copyright application, work of authorship, mask work, any trademark, service mark, trade dress, brand name, business name or logo (including, in each case, appurtenant goodwill), trade secret, Proprietary Information, method, internet domain name, internet domain name registration, web site, web page, computer program, software (whether source code or object code), system design, hardware, manual, manuscript, or other documentation, or other thing, tangible or intangible, stored or saved in any medium now or heretofore known, or any improvements thereof which is, was or will be: (i) made, developed or conceived, wholly or partially, solely by Executive or jointly with others during the Term; (ii) made, developed, or conceived at any time, wholly or partially and/or along or with others, as the result of any task assigned to Executive or any work performed by Executive for or on behalf of the Company or its Affiliates; (iii) conceived, created or developed by Executive, wholly or partially and/or alone or with others, during working hours or on the premises of the Company or its Affiliates or using material or property provided by the Company or its Affiliates during the Term, even if having possibly been conceived, created or developed prior to the Term but completed during the Term; and/or (iv) made or developed with the use of the Company’s or its Affiliate’s facilities or equipment. The parties hereto expressly agree that any such Intellectual Property shall be considered a work made for hire. To the extent that any such Intellectual Property is deemed not to be a work made for hire, Executive hereby irrevocably grants, assigns, transfers, and conveys to the Company or its designee all rights, title, and interest in and to all Intellectual Property, and hereby irrevocably waives all moral rights in any Intellectual Property. Executive further agrees that, during and at any time after the Term, Executive shall execute any and all further documents necessary or advisable to effectuate such assignment solely to the Company or its nominees, and shall cooperate in every lawful fashion to effectuate such assignment. Notwithstanding the foregoing, any Intellectual Property conceived, designed or made by Executive in connection with any work for an outside venture (for the avoidance of doubt, excluding the Company, Parent, PRS or any of their respective Affiliates) that is not a Competitor (as defined in the Noncompetition Agreement) or a competitor of PRS (with such term “competitor” meaning a “Competitor” as defined in the Noncompetition Agreement but with any references to the Company or Buyer referred to therein instead referring to PRS) , and not in the scope of Executive’s duties on behalf of the Company or PRS will be owned by Executive (subject to any agreements between Executive and such outside venture). The Parties agree that Executive’s work on behalf of Tech Women Boston is not, and will not be asserted by the Company or Buyer to be, within the scope of Executive’s duties on behalf of the Company or PRS.

6.            Return of the Company Property . In addition to Confidential Information, the Company or its Affiliates may provide Executive with equipment for Executive’s use in the course of Executive’s service. Executive acknowledges that any such Confidential Information or equipment, and all other property of the Company or its Affiliates that comes to be in Executive’s custody, will remain the exclusive property of the Company and/or its Affiliates. Upon the end of the Term (including upon any termination of this Agreement), Executive agrees to deliver to the Company: (i) any such equipment; (ii) all other property of the Company or its Affiliates in Executive’s control; (iii) any and all records, notebooks, software, disks, tapes and other storage media, documentation, and other items relating to any research, experiment, invention, or other thing, that could result in any Intellectual Property assigned to the Company or its Affiliates pursuant to Section ‎ 5 .

7.            Arbitration . Executive further agrees and acknowledges that the Company and Executive will utilize binding arbitration to resolve all disputes that may arise out of this Agreement, including any determination of whether Cause or Good Reason exists in connection with a termination of Executive’s employment hereunder. Both the Company and Executive agree that any claim, dispute, and/or controversy that either party may have arising from or related to this Agreement or the Company’s employment of Executive shall be submitted to and determined exclusively by binding arbitration in New York City, New York, before a single arbitrator from the Judicial Arbitration Mediation Service (“ JAMS ”) selected in accordance with the commercial arbitration rules of JAMS (the “ JAMS Rules ”) then in effect, which arbitration shall be conducted in accordance with such JAMS Rules, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of controversy. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party. Executive understands and agrees to this binding arbitration provision, and both Executive and the Company give up their right to trial by jury with respect to any claim that Executive or the Company may have against each other in connection with this Agreement. Executive hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement .

8.            Governing Law . This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to any conflict of law provisions.

9.            Assignment . Neither this Agreement nor any of the rights, duties or obligations of the Company or Executive hereunder shall be assignable by either party without the prior written consent of the other party hereto (such consent not to be unreasonably withheld, delayed or conditioned); provided , that the Company may, without the consent of Executive, assign all of its rights and obligations hereunder to any Person or group of affiliated Persons acquiring all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole (provided, that the obligations of the Company under this Agreement are expressly assumed in writing by the acquirer(s) in such transaction). Any assignment conducted in violation of this Section ‎9 shall constitute a material breach of this Agreement. Parent is an express third party beneficiary of this Agreement.

10.          Indemnification and Insurance . To the extent permitted by applicable Massachusetts law, the Company shall defend, indemnify and hold harmless Executive from and against any and all liability (including reasonable attorneys costs and expenses) asserted against or incurred by her in connection with the defense, settlement or any judgment awarded in any action, suit or proceeding in which she is made a party by reason of having been or being an officer or employee of the Company from and after the date of this Agreement, in accordance with and to the extent required by the terms of the Company’s Bylaws in existence on the date hereof. Such right of indemnification is not deemed exclusive of any right to which she may be entitled under applicable law.

11.          Entire Agreement . This Agreement, together with the Purchase Agreement, the Note and the Non-Competition Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior oral or written communication or understanding with respect thereto; provided , that the foregoing will not affect any other definitive written agreement between Executive and the Company, Parent or PRS.

12.          Survival . Provisions of this Agreement which by their nature are intended to survive after the termination of Executive’s employment under this Agreement will survive the termination of Executive’s employment.

13.          Remedies . All remedies provided for in this Agreement are cumulative of all other remedies existing at law or in equity.

14.          Severability . If any provision of this Agreement or the application of any such provision shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof or any subsequent application of such provision. In lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

15.          Interpretation . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The use in this Agreement of a masculine, feminine or neither pronoun shall be deemed to include a reference to the others. In this Agreement, the singular includes the plural and the plural the singular. In this Agreement: (i) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; and (ii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement

16.          Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile or other electronic document transmission), each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

17.          Joint Negotiation . The parties hereto agree that each party has participated in the drafting and preparation of this Agreement, and, accordingly, in any construction or interpretation of this Agreement, the same shall not be construed against any party by reason of the source of drafting.

18.          Amendment; Waiver . Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in any respect, except by a written agreement executed by both parties hereto. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party (including any third party beneficiary) in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times.

19.          Notices . All notices under this Agreement shall be in writing and will be sent and deemed duly given (a) when delivered personally to the recipient, (b) when faxed or sent by email to the intended recipient at the fax number or email address, if any, set forth below such party’s signature on the signature page to this Agreement (with affirmative confirmation of receipt), or (c) one (1) business day after deposit, postage prepaid, with a nationally recognized overnight delivery service (receipt requested), to the address set forth below such party’s signature on the signature page of this Agreement. A copy of all notices to Executive shall be sent to Sassoon & Cymrot, LLP, 84 State Street, Suite 820, Boston, MA 02109, Attention: Lauren A. Puglia, Esq., Facsimile No. (617) 720-0366, Email: lpuglia@sassooncymrot.com, and a copy of all notices to the Company shall be sent to Ellenoff, Grossman & Schole, LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, Attention: Barry Grossman, Esq., Facsimile No.: (212) 370-7889, Telephone No.: (212) 370-1300. These addresses may be changed from time to time by written notice duly provided to the appropriate party as provided above.

20.          Company Action . Notwithstanding anything to the contrary contained in this Agreement, all actions, determinations and authorizations on the part of the Company under this Agreement shall be taken and authorized by the Board (excluding, to the extent applicable, Executive), and the Company shall not be deemed to have taken any action, made any determination or provided any authorization under this Agreement that has not been authorized by the Board (excluding, to the extent applicable, Executive).

21.          Attorneys’ Fees . The non-prevailing party to any claim that is finally determined under this Agreement will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the other party. For purposes of this Section ‎21 , in any claim hereunder in which the requirement to make a payment or the amount thereof is at issue, in the event that the final determination of the arbitrator under Section ‎7 hereof does not specifically award costs and expenses based on this Section ‎21 , the party seeking such payment will be deemed to be the non-prevailing party unless the arbitrator awards such party more than one-half (1/2) of the amount in dispute, in which case, the party against whom payment is sought shall be deemed to be the non-prevailing party.

22.          Understanding of Agreement . Executive states that Executive has had a reasonable period sufficient to study, understand, and consider this Agreement, that Executive has had the opportunity to consult with counsel of Executive’s choice, that Executive has read this Agreement and understands all of its terms, that Executive is entering into and signing this Agreement knowingly and voluntarily, and that in doing so Executive is not relying upon any statement or representations by or on behalf of the Company or Parent or any of their Representatives not included in this Agreement, the Purchase Agreement or the Note.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement effective as of the Effective Date.

[Signature Page to PeopleSERVE Employment Agreement]

Schedule 1

Annual Bonus Compensation

The bonus to be earned by Executive with respect to each fiscal year shall be determined as follows:

For Example:

The Prior Year EBITDA for the first fiscal year of this Agreement shall be equal to the trailing twelve (12) fiscal month Adjusted EBITDA of the Companies as of April 26, 2014, as set forth in the Final Statement (as defined in the Purchase Agreement). For any calculation of the bonus over a period that is less than a full fiscal year, including the first fiscal year of this Agreement, the Prior Year EBITDA and the Maximum Bonus Amount shall be pro-rated based on the number of days in such fiscal year that passed as of the date of the measurement.

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made and entered into as of May 17, 2014 (the “ Effective Date ”), by and between PeopleSERVE PRS, Inc. , a Massachusetts corporation (the “ Company ”), and Linda Moraski (hereinafter, “ Executive ”), whose principal address is set forth underneath Executive’s name on the signature page hereto. The Company agrees to employ Executive and Executive hereby accepts employment with the Company as of the date hereof upon the terms and conditions set forth below. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Stock Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), by and among Executive, PeopleSERVE, Inc., a Massachusetts corporation (“ PS ”), the Company and Staffing 360 Solutions, Inc., a Nevada corporation (“ Buyer ”). This Agreement is being entered into in connection with the transactions contemplated under the Purchase Agreement.

1.             Terms of Employment .

(a)           Title and Duties. Commencing on the Effective Date upon the Closing, Executive shall be employed by the Company in the position of President and Chief Executive Officer. Executive shall perform such duties as is customary for such position and such other duties as may, from time to time, be assigned by the Company’s Board of Directors (the “ Board ”).

(b)           General Obligations of Executive. Executive hereby agrees that she will devote all of her working time and attention and give her best effort and skill during normal working hours for a similarly situated executive with Executive’s level of responsibility to the business and interests of the Company during the Term of this Agreement, and that she will perform such services, as may from time to time be assigned to her, and shall use her best efforts to further enhance and develop the business of the Company. Executive agrees that she will give full attention to and comply with all lawful rules and procedures as may be from time to time promulgated by the Company as applicable to the Company in its sole and absolute discretion.

(c)           Restrictions on Executive. Subject to the exception in clause (d) below and to the proviso in the last sentence of this paragraph, Executive shall not, without the prior written consent of the Company and Buyer, at any time during the Term of this Agreement: (i) accept employment with, or render services of a business, professional or commercial nature to, any Person other than the Company or Buyer or its Affiliates; (ii) engage in, own or provide financial or other assistance to any Person, venture or activity which the Company may in good faith consider to be competitive with or adverse to the Company or Buyer or its Affiliates, whether directly or indirectly, alone or with any other Person as a principal, agent, shareholder, participant, partner, promoter, director, officer, manager, employee, consultant, sales representative or otherwise; or (iii) engage in any venture or activity which the Company may in good faith consider to interfere with Executive’s performance of her duties. Executive shall make full and prompt written disclosure to the Company of any business opportunity of which she comes aware and which relates to the business of the Company; provided, however , that the provisions of this paragraph shall not apply to (x) ownership of up to three percent (3%) of the securities of a publicly owned entity, (y) the ability of Executive to sit on the board of a charitable or educational non-profit organization or (z) Executive’s involvement in, and work on behalf of, Tech Women Boston, so long, as in the case of each of clauses (y) and (z), such activities do not negatively impact Executive’s performance of her obligations on behalf of the Company or PS.

(d)           PS Exception. The Company acknowledges that as of the date hereof, Executive is an employee holding the highest officer position at PS. Notwithstanding anything to the contrary contained in this Agreement, including this Section 1 , the Company acknowledges and agrees that, (i) Executive shall be permitted to be employed by PS, (ii) Executive’s employment under this Agreement will not prevent Executive from devoting sufficient time and attention to the daily affairs of PS to control its management and daily business operations, (iii) such activities conducted by Executive for PS will not be a violation of this Section 1 and (iv) subject in all cases to any requirement in any agreement between PS and any of its customers that any Intellectual Property (as defined below) developed by PS or its employees will be owned by, or must be assigned to, such customer, any Intellectual Property developed by Executive in connection with Executive’s work on behalf of PS will be owned by PS. Further, the Company hereby acknowledges and agrees that subject in all cases to any requirement in any agreement between the Company and any of its customers that any Intellectual Property developed by the Company or its employees will be owned by, or must be assigned to, such customer, PS and its Affiliates will have a perpetual royalty-free license to use any Intellectual Property developed by Executive in connection with Executive’s work on behalf of PRS.

2.             Duration of Employment . Unless sooner terminated pursuant to Section 4 , the Company will employ Executive, and Executive will serve the Company, under the terms of this Agreement, for a term of three (3) years commencing on the Effective Date (the “ Term ”); provided , however , that commencing on the third (3 ^rd ) anniversary of the Effective Date, and on each anniversary of the Effective Date thereafter, the Term of this Agreement shall be extended automatically for an additional one (1) year period unless at least One Hundred Eighty (180) days prior to each such anniversary date, the Company or Executive shall have given notice that it or she, as applicable, does not wish to extend the Term of this Agreement for such additional one (1) year period.

3.             Compensation and Benefits .

(a)           Base Salary . Executive shall receive an annual base salary paid by the Company of Thirty-Seven Thousand and Five Hundred U.S. Dollars ($37,500) (the “ Base Salary ”). Your Base Salary shall be increased (but shall not be decreased) at each anniversary of the Effective Date by the increase in the Consumer Price Index for all Urban Consumers (CPI-U) for the Northeast Region for all items over the prior year on the same date, as determined and published by the U.S. Bureau of Labor Statistics. Any other upward adjustments from time to time to the Base Salary shall be made at the sole and absolute discretion of the Board. The annual Base Salary is payable bi-weekly (26 equal installments), or at such other time or times as executives of the Company are normally paid (less the usual customary and lawful deductions).

(b)           Paid Time Off . Executive shall be entitled to vacation and other paid time off in accordance with the Company’s standard vacation and paid time off policies up until Buyer’s Employee Benefit Policy takes effect, at which time Executive shall be entitled to paid time off in accordance with Buyer’s Employee Benefit Policy consistent with that which is generally provided to senior executives of Buyer; provided , that notwithstanding the foregoing, Executive shall be entitled to no less than twenty-five (25) paid vacation days each fiscal year, plus customary paid holidays consistent with Company policies. Vacation time shall accrue monthly on a pro-rata basis over the course of a year.

(c)           Business Expenses . The Company shall promptly reimburse Executive, or directly pay, for any and all necessary, customary and usual expenses, properly documented with receipts in accordance with the Company’s policies and procedures, incurred by Executive on behalf of the Company, including without limitation expenses incurred by Executive in connection with (i) the use of a mobile phone by Executive, (ii) the entertainment of customers and potential customers and (iii) business travel by Executive; provided , that Executive shall have obtained Company’s prior approval with respect to any expenses that are not in the ordinary course of business. Executive, and not the Company, shall be entitled to keep her current mobile phone number.

(d)           Proration . Any payments or benefits payable to Executive hereunder in respect of any fiscal year during which Executive is employed by the Company for less than the entire year, unless otherwise provided in the applicable plan or arrangement (or is not payable upon termination under the relevant provision of Section 4 ), shall be prorated in accordance with the number of days in such fiscal year during which she is so employed.

4.             Termination of Executive’s Employment; Compensation upon Termination . Executive’s employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement, as follows:

(a)           Death . Executive’s employment hereunder shall terminate upon her death. In such event, the Company shall pay to such Person as shall have been designated in a notice filed with the Company prior to Executive’s death, or, if no such person shall have been designated, to her estate: (i) Executive’s Base Salary at the rate in effect at the time of death; (ii) all accrued and unused vacation days or other paid time off; (iii) all fringe benefits payable under the terms of any executive benefit plan or other arrangement as of the Date of Termination (items (i) through (iii) “ Accrued Compensation and Benefits ”); (iv) any payments which Executive’s spouse, beneficiaries or estate may be entitled to receive pursuant to any insurance or executive benefit plan or other arrangement or life insurance policy maintained by the Company or Buyer as a death benefit for Executive’s behalf; and (v) a death benefit equal to Executive’s Base Salary for a period of one hundred eighty (180) days.

(b)           Disability . If, as a result of Executive’s incapacity due to physical or mental illness (as determined by a qualified independent physician selected by the Board that is reasonably acceptable to Executive), Executive shall have been unable, with reasonable accommodation, to perform the essential functions of her duties and responsibilities hereunder on a full-time basis for either (i) ninety (90) consecutive calendar days, or (ii) one hundred and thirty-five (135) calendar days within any three hundred and sixty (360) consecutive calendar days, and, at the end of such 90 or 135 day period, as the case may be, Executive shall not have returned to the performance of her duties and responsibilities hereunder on a full-time basis (“ Disability ”), the Company may terminate Executive’s employment hereunder. Executive agrees to cooperate with the independent physician in providing information and submitting to medical examinations and tests. During any period that Executive fails to perform her duties and responsibilities hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her Base Salary until Executive’s employment is terminated for Disability in accordance with this Section 4(b) . Upon such termination, Executive shall receive: (i) the Accrued Compensation and Benefits (at the rates in effect as of the date the Notice of Termination (as defined below) is given); (ii) any disability insurance benefits Executive is entitled to receive; and (iii) all other benefits required by any federal or state law requiring continuation of benefits, including COBRA insurance benefits.

(c)           Voluntary Termination by the Company or Executive . If Executive’s employment shall be terminated voluntarily either by the Company or Executive, the Company shall pay Executive: (i) her Base Salary accrued through the Date of Termination at the rate in effect at the time Notice of Termination is given; and (ii) for all accrued and unused vacation days or other paid time off.

(d)           Date of Termination . Any termination of Executive’s employment by the Company or by Executive (other than termination because of the death of Executive) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, (i) a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon; and (ii) the “ Date of Termination ” shall mean: (A) if Executive’s employment is terminated by her death, the date of her death; (B) if Executive’s employment is terminated because of a Disability pursuant to Section 4(b) , when the Notice of Termination is given (provided that Executive shall not have returned to the performance of her duties on a full time basis prior to delivery of such notice); (C) if Executive’s employment is terminated by the Company or by the Executive pursuant to Section 4(c) , then the date specified in the Notice of Termination; and (D) the date on which the then current Term expires if the Company or Executive gives the other party notice pursuant to Section 2 that it does not wish to extend the Term of this Agreement.

5.             Intellectual Property and Common Code .  The provisions of this Section 5 are subject in all cases to any requirement in any agreement between the Company and any of its customers that any Intellectual Property developed by the Company or its employees will be owned by, or must be assigned to, such customer. As used herein, “ Intellectual Property ” means any invention, concept, design, work, plan, product, equipment, idea, improvement, patent, patent application, copyright, copyright application, work of authorship, mask work, any trademark, service mark, trade dress, brand name, business name or logo (including, in each case, appurtenant goodwill), trade secret, Proprietary Information, method, internet domain name, internet domain name registration, web site, web page, computer program, software (whether source code or object code), system design, hardware, manual, manuscript, or other documentation, or other thing, tangible or intangible, stored or saved in any medium now or heretofore known, or any improvements thereof which is, was or will be: (i) made, developed or conceived, wholly or partially, solely by Executive or jointly with others during the Term; (ii) made, developed, or conceived at any time, wholly or partially and/or along or with others, as the result of any task assigned to Executive or any work performed by Executive for or on behalf of the Company or its Affiliates; (iii) conceived, created or developed by Executive, wholly or partially and/or alone or with others, during working hours or on the premises of the Company or its Affiliates or using material or property provided by the Company or its Affiliates during the Term, even if having possibly been conceived, created or developed prior to the Term but completed during the Term; and/or (iv) made or developed with the use of the Company’s or its Affiliate’s facilities or equipment. The parties hereto expressly agree that any such Intellectual Property shall be considered a work made for hire. To the extent that any such Intellectual Property is deemed not to be a work made for hire, Executive hereby irrevocably grants, assigns, transfers, and conveys to the Company or its designee all rights, title, and interest in and to all Intellectual Property, and hereby irrevocably waives all moral rights in any Intellectual Property. Executive further agrees that, during and at any time after the Term, Executive shall execute any and all further documents necessary or advisable to effectuate such assignment solely to the Company or its nominees, and shall cooperate in every lawful fashion to effectuate such assignment. The parties agree that the ownership of any Intellectual Property under this Section 5 shall be subject to the provisions of Section 1(d) above. Notwithstanding the foregoing, any Intellectual Property conceived, designed or made by Executive in connection with any work for an outside venture (for the avoidance of doubt, excluding the Company, PS, Buyer or any of their respective Affiliates) that is not a Competitor, both as such term is defined in the Noncompetition Agreement (as defined below) and as such term is incorporated into Section 7 below from the Noncompetition Agreement (as defined below), and not in the scope of Executive’s duties on behalf of the Company or PS will be owned by Executive (subject to any agreements between Executive and such outside venture). The Parties agree that Executive’s work on behalf of Tech Women Boston is not, and will not be asserted by the Company or Buyer to be, within the scope of Executive’s duties on behalf of the Company or PS.

6.             Return of the Company Property . In addition to Confidential Information, the Company or its Affiliates may provide Executive with equipment for Executive’s use in the course of Executive’s service. Executive acknowledges that any such Confidential Information or equipment, and all other property of the Company or its Affiliates that comes to be in Executive’s custody, will remain the exclusive property of the Company and/or its Affiliates. Upon the end of the Term (including upon any termination of this Agreement), Executive agrees to deliver to the Company: (i) any such equipment; (ii) all other property of the Company or its Affiliates in Executive’s control; (iii) any and all records, notebooks, software, disks, tapes and other storage media, documentation, and other items relating to any research, experiment, invention, or other thing, that could result in any Intellectual Property assigned to the Company or its Affiliates pursuant to Section 5 .

7.             Non-Competition, Non-Solicitation and Confidentiality . The parties hereby agree that the provisions of Sections 1 through 8 of the Noncompetition Agreement, dated as of the date hereof, by Executive in favor of and for the benefit of Buyer and PS (the “ Noncompetition Agreement ”) shall apply to Executive with respect to the Company, and are hereby incorporated by reference herein, but with any references to PS, Buyer or the Covered Parties therein instead referring to the Company (except that with respect to Section 3 thereof, references to Cause and Good Reason therein shall apply to PS and the Employment Agreement between PS and Executive).

8.             Arbitration . Executive further agrees and acknowledges that the Company and Executive will utilize binding arbitration to resolve all disputes that may arise out of this Agreement, including any determination of whether Cause or Good Reason exists in connection with a termination of Executive’s employment hereunder. Both the Company and Executive agree that any claim, dispute, and/or controversy that either party may have arising from or related to this Agreement or the Company’s employment of Executive shall be submitted to and determined exclusively by binding arbitration in New York City, New York, before a single arbitrator from the Judicial Arbitration Mediation Service (“ JAMS ”) selected in accordance with the commercial arbitration rules of JAMS (the “ JAMS Rules ”) then in effect, which arbitration shall be conducted in accordance with such JAMS Rules, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of controversy. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party. Executive understands and agrees to this binding arbitration provision, and both Executive and the Company give up their right to trial by jury with respect to any claim that Executive or the Company may have against each other in connection with this Agreement. Executive hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement .

9.             Governing Law . This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to any conflict of law provisions.

10.            Assignment . Neither this Agreement nor any of the rights, duties or obligations of the Company or Executive hereunder shall be assignable by either party without the prior written consent of the other party hereto (such consent not to be unreasonably withheld, delayed or conditioned); provided , that the Company may, without the consent of Executive, assign all of its rights and obligations hereunder to any Person or group of affiliated Persons acquiring all or substantially all of the assets of Buyer and its Subsidiaries, taken as a whole (provided, that the obligations of the Company under this Agreement are expressly assumed in writing by the acquirer(s) in such transaction). Any assignment conducted in violation of this Section 10 shall constitute a material breach of this Agreement. Each of Buyer and, with respect to Section 1(d) hereof, PS is an express third party beneficiary of this Agreement.

11.            Indemnification and Insurance . To the extent permitted by applicable Massachusetts law, the Company shall defend, indemnify and hold harmless Executive from and against any and all liability (including reasonable attorneys costs and expenses) asserted against or incurred by her in connection with the defense, settlement or any judgment awarded in any action, suit or proceeding in which she is made a party by reason of having been or being an officer or employee of the Company from and after the date of this Agreement, in accordance with and to the extent required by the terms of the Company’s Bylaws in existence on the date hereof. Such right of indemnification is not deemed exclusive of any right to which she may be entitled under applicable law.

12.            Entire Agreement . This Agreement, together with the Purchase Agreement and the Noncompetition Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior oral or written communication or understanding with respect thereto; provided , that the foregoing will not affect any other definitive written agreement between Executive and the Company, Buyer or PS.

13.            Survival . Provisions of this Agreement which by their nature are intended to survive after the termination of Executive’s employment under this Agreement will survive the termination of Executive’s employment.

14.            Remedies . All remedies provided for in this Agreement are cumulative of all other remedies existing at law or in equity.

15.            Severability . If any provision of this Agreement or the application of any such provision shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof or any subsequent application of such provision. In lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

16.            Interpretation . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The use in this Agreement of a masculine, feminine or neither pronoun shall be deemed to include a reference to the others. In this Agreement, the singular includes the plural and the plural the singular. In this Agreement: (i) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; and (ii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement

17.            Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile or other electronic document transmission), each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

18.            Joint Negotiation . The parties hereto agree that each party has participated in the drafting and preparation of this Agreement, and, accordingly, in any construction or interpretation of this Agreement, the same shall not be construed against any party by reason of the source of drafting.

19.            Amendment; Waiver . Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in any respect, except by a written agreement executed by both parties hereto. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party (including any third party beneficiary) in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times.

20.            Notices . All notices under this Agreement shall be in writing and will be sent and deemed duly given (a) when delivered personally to the recipient, (b) when faxed or sent by email to the intended recipient at the fax number or email address, if any, set forth below such party’s signature on the signature page to this Agreement (with affirmative confirmation of receipt), or (c) one (1) business day after deposit, postage prepaid, with a nationally recognized overnight delivery service (receipt requested), to the address set forth below such party’s signature on the signature page of this Agreement. A copy of all notices to Executive shall be sent to Sassoon & Cymrot, LLP, 84 State Street, Suite 820, Boston, MA 02109, Attention: Lauren A. Puglia, Esq., Facsimile No. (617) 720-0366, Email: lpuglia@sassooncymrot.com, and a copy of all notices to the Company shall be sent to Ellenoff, Grossman & Schole, LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, Attention: Barry Grossman, Esq., Facsimile No.: (212) 370-7889, Telephone No.: (212) 370-1300. These addresses may be changed from time to time by written notice duly provided to the appropriate party as provided above.

21.            Attorneys’ Fees . The non-prevailing party to any claim that is finally determined under this Agreement will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the other party. For purposes of this Section 21 , in any claim hereunder in which the requirement to make a payment or the amount thereof is at issue, in the event that the final determination of the arbitrator under Section 8 hereof does not specifically award costs and expenses based on this Section 21 , the party seeking such payment will be deemed to be the non-prevailing party unless the arbitrator awards such party more than one-half (1/2) of the amount in dispute, in which case, the party against whom payment is sought shall be deemed to be the non-prevailing party.

22.            Understanding of Agreement . Executive states that Executive has had a reasonable period sufficient to study, understand, and consider this Agreement, that Executive has had the opportunity to consult with counsel of Executive’s choice, that Executive has read this Agreement and understands all of its terms, that Executive is entering into and signing this Agreement knowingly and voluntarily, and that in doing so Executive is not relying upon any statement or representations by or on behalf of the Company or Buyer or any of their Representatives not included in this Agreement, the Purchase Agreement or the Note.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement effective as of the Effective Date.

[Signature Page to PRS Employment Agreement]

NONCOMPETITION AGREEMENT

THIS NONCOMPETITION AGREEMENT (“ Agreement ”) is being executed and delivered as of 11:59P.M., May 17, 2014, by Linda Moraski (“ Seller ”) in favor of and for the benefit of Staffing 360 Solutions, Inc., a Nevada corporation (“ Buyer ”), PeopleSERVE, Inc., a Massachusetts corporation (the “ Company ”), and each of Buyer’s and the Company’s present and future Affiliates, successors and direct and indirect subsidiaries (collectively, the “ Covered Parties ”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Purchase Agreement (as defined below).

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), by and among Seller, the Company, PeopleSERVE PRS, Inc., a Massachusetts corporation “ PRS ”), and Buyer, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller all of the issued and outstanding capital stock of the Company and 49% of the outstanding capital stock of PRS in accordance with the terms and conditions set forth therein (the “ Acquisition ”), and after the consummation of Acquisition, the Company will be a wholly-owned subsidiary of Buyer;

WHEREAS, in connection with, and as a condition to the consummation of, the Acquisition, and to enable Buyer to secure more fully the benefits of such Acquisition, including the protection and maintenance of the Company’s goodwill and confidential information, Buyer has required that Seller enter into this Agreement;

WHEREAS, Seller is entering into this Agreement in order to induce Buyer to consummate the transactions contemplated by the Purchase Agreement, pursuant to which Seller will receive a material benefit; and

WHEREAS, as the sole stockholder and a director and employee of the Company, Seller has contributed to the value of the Company and has obtained extensive and valuable knowledge and confidential information concerning the business of the Company.

NOW, THEREFORE, in order to induce Buyer to consummate the Acquisition, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees as follows:

1.            Restriction on Competition.

(a)           Restriction . Subject to the provisions of Section 3 hereof, Seller agrees that during the Restricted Period, Seller will not, without the prior written consent of Buyer (which may be withheld in its sole discretion), anywhere within the Territory, directly or indirectly own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, employee, agent, consultant, advisor or representative of, a business that provides Competing Services (as defined below) (a “ Competitor ”); provided , however , that (i) Seller may own, as a passive investment, equity interests of any Competitor if (A) such equity interests are listed on a national securities exchange or traded on a national market system in the United States, (B) Seller owns beneficially (directly or indirectly) less than one percent (1%) of the total issued and outstanding equity interests of such entity, and (C) Seller is not otherwise associated directly or indirectly with such Competitor and (ii) the provisions of this Agreement shall not restrict Seller from being employed directly by the United States federal government or any state government entity. For purposes of this Agreement: (i) the “ Restricted Period ” means the period from the Closing until the later of (A) the first (1 ^st ) anniversary of the Closing Date or (B) the twelve (12) month anniversary of the effective date of termination of Seller’s service with the Company in all capacities as an employee, consultant or independent contractor (such termination, the “ Seller Separation ”); (ii) “ Territory ” means the Commonwealth of Massachusetts and any other markets in which the Company (or its Subsidiaries) provides substantial Competing Services as of the Closing Date or is providing Competing Services as of the date of the Seller Separation or provided Competing Services during the twelve (12) month period prior thereto; and (iii) “ Competing Services ” means selling or providing any products or services that are competitive with the products or services that are sold or provided (or are actively contemplated to be sold or provided and for which the Company or its Subsidiaries have made substantial efforts or expended substantial resources prior to such date) by the Company or its Subsidiaries as of the Closing Date or between the Closing Date and the date of the Seller Separation, including the provision of technology staffing services; provided that such products and services are still being sold or provided (or are actively contemplated to be sold or provided and for which the Company or its Subsidiaries have made substantial efforts or expended substantial resources prior to such date) by the Company or its Subsidiaries as of the date of the Seller Separation or during the twelve (12) month period prior thereto.

(b)           Acknowledgment . Seller acknowledges and agrees that (i) Seller possesses knowledge of confidential information of the Company, (ii) because of Seller’s education, experience and capabilities, the provisions of this Agreement will not prevent Seller from earning a livelihood, (iii) Seller’s execution of this Agreement is a material inducement to Buyer to enter into the Purchase Agreement and to realize the Company’s goodwill, and consummate the transactions contemplated thereby, for which Seller will receive a substantial financial benefit, and that Buyer would not have entered into the Purchase Agreement or consummated the transactions contemplated thereby but for Seller’s agreements set forth in this Agreement; (iv) it would impair the goodwill of the Company and reduce the value of the assets of the Company and cause serious and irreparable injury if Seller were to breach her obligations contained herein and that the Company and Buyer would not have an adequate remedy at law because of the unique nature of the Company’s products and services, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon Seller to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Company conducts business in the Territory and competes with other businesses that are or could be located in any part of the Territory, and prior to the closing of the transactions contemplated in the Purchase Agreement, the Company (and Seller on behalf of the Company) did business in and marketed its products and services throughout the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and duration, (viii) the consideration provided by the Company under this Agreement and the Purchase Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company.

2.            No Solicitation; No Disparagement.

(a)           No Solicitation of Employees and Consultants . Seller agrees that, during the Restricted Period, Seller will not, either on Seller’s own behalf or on behalf of any other Person (other than a Covered Party in the performance of Seller’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered Party Personnel (as defined below); (ii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Party Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Party Personnel to terminate, reduce or refrain from renewing or extending its contractual relationship with any Covered Party. For purposes of this Agreement, “ Covered Party Personnel ” means any Person who (A) is an employee, consultant or independent contractor of the Company or any of its Subsidiaries as of the date of the Closing or (B) was within one (1) year preceding the Seller Separation, an employee, consultant or independent contractor the Company or any of its Subsidiaries (or any other Covered Party if Seller received confidential information regarding or had active contact with such employee, consultant or independent contractor); provided , however , Seller will not be deemed to have violated this Section 2(a) if any Covered Party Personnel voluntarily and independently solicits an offer of employment from Seller (or other Person whom Seller is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of Seller (or such other Person whom Seller is acting on behalf of) that is not targeted at such Covered Party Personnel or Covered Party Personnel generally, so long as such Covered Party Personnel is not hired.

(b)           Non-Solicitation of Customers and Suppliers . Seller agrees that, during the Restricted Period, Seller will not, individually or on behalf of any other Person (other than a Covered Party in the performance of Seller’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are competitive with the products or services that are sold or provided by a Covered Party; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with the products and services of any Covered Party. For purposes of this Agreement, “ Covered Customer ” means any Person who (A) was an actual customer or client (or prospective customer or client with whom the Company made a proposal within the prior twelve (12) month period) of the Company as of or within the one (1) year period preceding the Closing or (B) within one (1) year preceding the Seller Separation, was an actual customer or client (or prospective customer or client with whom a Covered Party made a proposal within the prior twelve (12) month period with respect to which Seller was involved or received confidential information) of the Company or any of its Subsidiaries (or any other Covered Party if Seller received confidential information regarding or had active contact with such customer or client). In the case of a government agency, “client or customer” includes the source selection program office for any applicable contract or program and all offices that report to or support such source selection program office, and each successor thereto (whether by reorganization or otherwise).

(c)           Non-Disparagement . Seller agrees that Seller will not directly or indirectly make or publish (including through electronic mail distribution or online social media) any written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties or their respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict Seller from providing truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with any legal action by Seller against any Covered Party under the Purchase Agreement or any other Ancillary Document that is asserted by Seller in good faith.

3.            Termination of Employment Without Cause or For Good Reason. The obligations of Seller under Section 1 (but, for the avoidance of doubt, not Section 2 or any other Section of this Agreement) shall cease and be of no further force and effect if Seller’s employment with the Company under the Employment Agreement, dated as of the date hereof, between Seller and the Company (the “ PS Employment Agreement ”) is terminated (i) by the Company without Cause (as such term is defined in the PS Employment Agreement) or (ii) by Seller for Good Reason (as such term is defined in the PS Employment Agreement).

4.            Confidentiality. Seller will keep confidential and will not (except in the performance of Seller’s duties on behalf of the Covered Parties) directly or indirectly, use, disclose, reveal, publish, transfer or provide access to any and all Covered Party Information. As used in this Agreement, “ Covered Party Information ” means all material and information relating to the business, affairs and assets of any Covered Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical, computer hardware and software, administrative, management, operational, data processing, financial, marketing, sales, human resources, business development, strategic planning, and/or other business activities, regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (i)(A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence; or (ii) not generally known to the public by reason other than breach of this Agreement or any other confidentiality agreement or obligation or other misconduct. The obligations set forth in this Section 3 will not apply to any Covered Party Information where Seller can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no fault of, or other wrongdoing by, Seller or any of its Representatives; (iii) is already in the possession of Seller at the time of disclosure through lawful sources not known by Seller to be bound by a confidentiality agreement or other confidentiality obligation, and through no fault of Seller or any of its Representatives; (iv) the applicable Covered Party agrees in writing may be disclosed; or (v) is required to be disclosed pursuant to an Order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written notice, (B) Seller cooperates (and causes its Representatives to cooperate) at the cost of the Covered Party with any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, Seller and its Representatives only disclose such portion of the Covered Party Information that is expressly required by such Order, as it may be subsequently narrowed).

5.            Notification to Subsequent Employer. Seller agrees that, during the Restricted Period, any Covered Party may notify any Person employing or otherwise retaining the services of Seller or evidencing an intention of employing or retaining the services of Seller of the existence and provisions of this Agreement.

6.            Representations and Warranties. Seller hereby represents and warrants, to and for the benefit of the Covered Parties, that: (a) Seller has full power and capacity to execute and deliver, and to perform all of Seller’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of Seller’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement or obligation by which Seller is bound. By entering into this Agreement, Seller certifies and acknowledges that Seller has carefully read all of the provisions of this Agreement, and that Seller voluntarily and knowingly enters into this Agreement.

7.            Remedies. The covenants and undertakings of Seller contained in this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. Seller agrees that, in the event of any breach or threatened breach by Seller of any covenant or obligation contained in this Agreement, Buyer and the Company will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity or pursuant to the Purchase Agreement or the other Ancillary Documents that may be available to Buyer or the Company, including monetary damages), and a court of competent jurisdiction may award an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or posting bond or security, which Seller expressly waives. Seller hereby consents to the award of any of the above remedies in connection with any such breach or threatened breach. Seller hereby acknowledges and agrees that in the event of any breach of this Agreement, the portion of the consideration delivered to Seller under the Purchase Agreement which is allocated to this Agreement (or any other non-competition agreement with Seller) shall not be considered a measure of, or a limit on, the damages of the Covered Parties.

8.            Survival of Obligations. The expiration of the Restricted Period will not relieve Seller of any obligation or liability arising from any breach by Seller of this Agreement during the Restricted Period. Seller further agrees that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by excluding from such computation any time during which Seller is adjudicated to have been in violation of any provision of such Sections.

9.            Miscellaneous.

(a)           Notices . All notices, requests, demands and other communications pertaining to this Agreement or otherwise required or permitted hereunder (“ Notices ”) will be in writing addressed as follows:

Notices will be deemed given (i) on the first Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery, (ii) two (2) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid or (iii) when delivered in person or by facsimile or electronic mail (with affirmative confirmation of receipt). Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

(b)           Integration and Non-Exclusivity . This Agreement, the Purchase Agreement and the other Ancillary Documents contain the entire agreement between Seller and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of Buyer and the Company under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Buyer and the Company, and the obligations and liabilities of Seller, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) conferred by contract, including the Purchase Agreement and any other written agreement between Seller and any of the Covered Parties. Nothing in the Purchase Agreement will limit any of the obligations, liabilities, rights or remedies of Seller or Buyer and/or the Company under this Agreement, nor will any breach of the Purchase Agreement or any other agreement between Seller and Buyer and/or the Company limit or otherwise affect any right or remedy of Buyer and/or the Company under this Agreement. If any term or condition of any other agreement between Seller and Buyer or the Company conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control.

(c)           Severability; Reformation . Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability of any other provision of this Agreement. Seller and the Covered Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable. Seller will, at Buyer’s request, join Buyer in requesting that such court take such action.

(d)           Amendment; Waiver . This Agreement may not be amended or changed in any respect, except by a written agreement executed by Seller and Buyer (or Buyer’s successor or assign). No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times.

(e)           Governing Law; Jurisdiction; Venue . This Agreement will be construed, enforced and governed by the laws of the State of New York without regard to its conflicts of law provisions. Seller agrees that any legal action or other legal proceeding arising out of or relating to this Agreement may be brought in any state or federal located in New York, NY (or in any court in which appeal from such courts may be taken) (the “ Specified Courts ”). Seller: (a) irrevocably submits to the jurisdiction and venue of any Specified Court, (b) agrees that service of any process, summons, notice or document by U.S. registered mail to Seller’s address set forth in Section 9(a) shall be effective service of process for any Action with respect to any matters to which Seller has submitted to jurisdiction in this Section 9(e) , and (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that Seller is not subject personally to the jurisdiction of any Specified Court, that the Action is brought in an inconvenient forum, that the venue of the Action is improper or that this Agreement or the subject matter hereof may not be enforced in or by any Specified Court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Action.

(f)           WAIVER OF JURY TRIAL . SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

(g)           Successors and Assigns; Third Party Beneficiaries . This Agreement will be binding upon Seller and Seller’s estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which purchases a majority of or all of the equity securities (whether by equity sale, merger or otherwise) of such Covered Party or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining the consent or approval of Seller. Seller agrees that the obligations of Seller under this Agreement are personal and will not be assigned by Seller. Each of the Covered Parties are express third party beneficiaries of this Agreement and will be considered “parties” for purposes of this Section 9.

(h)           Attorneys’ Fees . The non-prevailing party to any claim that is finally determined under this Agreement will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the other party. For purposes of this Section 9(h) , in any claim hereunder in which the requirement to make a payment or the amount thereof is primarily at issue (and not a claim for specific performance or other injunctive relief), in the event that the final determination of the court does not specifically award costs and expenses based on this Section 9(h) , the party seeking such payment will be deemed to be the non-prevailing party unless the applicable court of competent jurisdiction awards such party more than one-half (1/2) of the amount in dispute, in which case, the party against whom payment is sought shall be deemed to be the non-prevailing party.

(i)           Construction . Seller acknowledges that Seller has been represented by counsel, or had the opportunity to be represented by counsel of Seller’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein.

(j)           Counterparts; Electronic Signature . This Agreement may be executed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signature on each such counterpart were on the same instrument. Further, this Agreement may be executed by transfer of an originally signed document by facsimile or e-mail in PDF format, each of which will be as fully binding as an original document.

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IN WITNESS WHEREOF, the undersigned Seller has duly executed and delivered this Noncompetition Agreement as of the date first written above.

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