Exhibit 10.1

FOURTH OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT

THIS FOURTH OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of August 29, 2019, is by and among Staffing 360 Solutions, Inc. (the “Company”), Faro Recruitment America, Inc. (“Faro”), Monroe Staffing Services, LLC (“Monroe”), Staffing 360 Georgia, LLC, a Georgia limited liability company (“S360 Georgia”), Lighthouse Placement Services, Inc. (“Lighthouse”), Key Resources, Inc., a North Carolina corporation (“Key Resources”; together with each of Faro, Monroe, S360 Georgia and Lighthouse referred to herein collectively as the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Company are referred to herein collectively as the “Obligors”), and Jackson Investment Group, LLC (the “Purchaser”).

WHEREAS, the Obligors and the Purchaser are parties to that certain Amended and Restated Note Purchase Agreement, dated as of September 15, 2017 (the “Original Purchase Agreement”), as amended by that certain First Omnibus Amendment, Joinder and Reaffirmation Agreement dated as of August 27, 2018 (the “First Omnibus Amendment”), that certain Second Omnibus Amendment and Reaffirmation Agreement dated as of November 15, 2018 (the “Second Omnibus Amendment”), that certain Third Omnibus Amendment and Reaffirmation Agreement dated as of February 7, 2019 (the “Third Omnibus Amendment”; the Original Purchase Agreement as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment is referred to herein as the “Existing Purchase Agreement”, and the Existing Purchase Agreement as amended by this Agreement and as the same may hereafter further be amended, restated, supplemented or otherwise modified from time to time is referred to herein as the “Purchase Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement), pursuant to which, among other things, the Company issued (a) that certain Amended and Restated 12% Senior Secured Promissory Note due September 15, 2020, dated November 15, 2018, in the principal amount of $27,312,000 (the “Amended and Restated Note”) pursuant to the Existing Purchase Agreement and in connection with the Debt Exchange Agreement, and (b) that certain 12% Senior Secured Promissory Note due September 15, 2020, dated August 27, 2018, in the principal amount of Eight Million Four Hundred Twenty-Seven Thousand Seven Hundred Ninety-Four Dollars ($8,427,794) (the “Second Senior Note”) issued by the Company to the Purchaser on August 27, 2018 pursuant to Section 2.1(b) of the Existing Purchase Agreement;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company desires to issue a new 18% Senior Secured Promissory Note due December 31, 2019, dated the date hereof, in the principal amount of $2,538,000 (as amended, supplemented, restated or otherwise modified from time to time, the “New Senior Note”);

WHEREAS, the parties desire to enter into this Agreement to, among other things, amend certain provisions of (i) the Existing Purchase Agreement, (ii) that certain Amended and Restated Security Agreement, dated as of September 15, 2017, as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Obligors and the Purchaser, and (iii) that certain Amended and Restated Pledge Agreement, dated as of September 15, 2017, as amended by the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), in connection with the transactions contemplated by the New Senior Note, in each case as provided below in this Agreement.

Exhibit 10.1

NOW THEREFORE, in order to induce the Purchaser to make the loan evidenced by the New Senior Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to the Existing Purchase Agreement.  Subject to the satisfaction of the conditions precedent in Section 4, the Existing Purchase Agreement is hereby amended as follows:

A.Section 1.1 of the Existing Purchase Agreement is hereby amended by amending and restating the following defined terms in their entity with the applicable definitions set forth below:

“Agreement” means this Amended and Restated Note Purchase Agreement, as amended by the First Omnibus Agreement, the Second Omnibus Amendment, the Third Omnibus Amendment and the Fourth Omnibus Amendment, and as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof.

“Amended and Restated Note” means that certain Amended and Restated 12% Senior Secured Promissory Note due September 15, 2020, dated November 15, 2018, in the principal amount of $27,312,000, issued by the Company to the Purchaser on November 15, 2018 in connection with the Debt Exchange Agreement, and each other senior promissory note now or hereafter delivered to the Purchaser in substitution, replacement or exchange thereof, in each case as amended, restated, supplemented or modified from time to time pursuant to the provisions of this Agreement.

“Closing” means, collectively or individually, as context may require, the Original Closing, the Second Closing and the New Closing.

“Closing Date” means, collectively or individually, as context may require, the Closing Date, the Second Closing Date and the New Closing Date.

“Maturity Date” means (a) with respect to each of the Amended and Restated Note and the Second Senior Note, September 15, 2020, or such earlier date upon the acceleration thereof pursuant to Section 9.2 hereof, and (b) with respect to the New Senior Note, December 31, 2019, or such earlier date upon the acceleration thereof pursuant to Section 9.2 hereof.

“MidCap Intercreditor Agreement” means Intercreditor Agreement dated as of September 15, 2017, as amended by that certain First Amendment to Intercreditor Agreement dated as of August 27, 2018, that certain Second Amendment to Intercreditor Agreement dated as of February 7, 2019, and that certain Third Amendment to Intercreditor Agreement dated as of Fourth Amendment Effective Date, and as further amended, restated, supplemented or otherwise modified from time to time.

“Pay Proceeds Letter” means, collectively or individually, as the context may require (a) that certain Pay Proceeds Letter, dated the Closing Date, executed by the Company and addressed to the Purchaser, (b) the Second Pay Proceeds Letter, and (c) the New Pay Proceeds Letter.

“Second Senior Note” shall mean that certain 12% Senior Secured Promissory Note due September 15, 2020, dated August 27, 2018, in the principal amount of Eight Million Four Hundred Twenty-Seven Thousand Seven Hundred Ninety-Four Dollars ($8,427,794) issued by the Company to the Purchaser on August 27, 2018 pursuant to Section 2.1(b), and each other senior promissory note now or hereafter delivered to the Purchaser in substitution, replacement or exchange thereof, in each case as amended, restated, supplemented or modified from time to time pursuant to the provisions of this Agreement.

Exhibit 10.1

“Senior Note” means, collectively or individually, as the context may require (a) the Amended and Restated Note, (b) the Second Senior Note, (c) the New Senior Note, and (d) each other senior promissory note now or hereafter delivered by the Company to the Purchaser in substitution, replacement or exchange of the Amended and Restated Note, the Second Senior Note and the New Senior Note, in each case as amended, restated, supplemented or modified from time to time pursuant to the provisions of this Agreement.

B.Section 1.1 of the Existing Purchase Agreement is hereby further amended by adding the following new definitions in appropriate alphabetical order:

“Fourth Amendment Effective Date” means August 29, 2019.

“Fourth Omnibus Amendment” means that certain Fourth Omnibus Amendment and Reaffirmation Agreement, dated as of the Fourth Amendment Effective Date, by and among the Obligors and the Purchaser, as may be amended, restated, supplemented or otherwise modified from time to time.

“New Closing” shall mean the closing of the purchase and sale of the New Senior Note, and the payment of the New Purchase Price therefor, as contemplated by this Agreement and the other Transaction Documents.

“New Closing Date” shall mean the date upon which all conditions in Section 4 of the Fourth Omnibus Amendment have been satisfied (or waived in writing by Purchaser in its sole discretion) and the New Closing has occurred.

“New Pay Proceeds Letter” means that certain Pay Proceeds Letter, dated the Fourth Amendment Effective Date, executed by the Company and addressed to the Purchaser.

“New Senior Note” shall mean that certain 18% Senior Secured Promissory Note due December 31, 2019, dated the Fourth Amendment Effective Date, in the principal amount of Two Million Five Hundred Thirty-Eight Thousand Dollars ($2,538,000) issued by the Company to the Purchaser on the Fourth Amendment Effective Date pursuant to Section 2.1(c), and each other senior promissory note now or hereafter delivered to the Purchaser in substitution, replacement or exchange thereof, in each case as amended, restated, supplemented or modified from time to time pursuant to the provisions of this Agreement.

C.The parties agree that all references to the “New Senior Note” in Section 2.1(b) of the Existing Purchase Agreement shall be deemed to refer to the Second Senior Note.

D.Section 2.1 of the Existing Purchase Agreement is hereby amended by adding a new subsection (c) immediately at the end thereof to read in its entirety as follows:

“(c) Purchase and Sale of New Senior Note.  The Company hereby agrees to sell to the Purchaser and, subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company contained herein, Purchaser agrees to purchase from the Company the New Senior Note for an aggregate total purchase price of Two Million Five Hundred Thirty-Eight Thousand Dollars ($2,538,000) (the “New Purchase Price”), subject to the conditions as provided below in this Section and to the satisfaction of each of the conditions precedent set forth in Section 4 of the Fourth Omnibus Agreement, to be paid in a single advance in the amount of the New Purchase Price (the “New Advance”) on the New Closing Date, as provided in the immediately succeeding sentence.  Upon satisfaction of all conditions to the New Closing set forth in Section 4 of the Fourth Omnibus Agreement, at the New Closing the Purchaser shall pay the New Advance to the Company by wire transfer pursuant to

Exhibit 10.1

the instructions of the Company as set forth in the New Pay Proceeds Letter for use by the Company solely to fund payment of the earn-out due to the Sellers (as such term is defined in the Butler Acquisition Agreement), to pay transaction fees and expenses relating to the New Closing and the balance, if any, for working capital and general corporate purposes; provided that $188,000 of the New Advance shall be retained by the Purchaser and applied by the Purchaser to (i) the payment of a non-refundable commitment fee in the amount of $150,000 which is due and payable by the Company to the Purchaser in connection with the making of the New Advance and which is fully earned by the Purchaser on the New Closing Date, and (ii) reimbursement of out-of-pocket fees and expenses (including reasonable attorney fees’) incurred by the Purchaser in connection with the New Advance and related transactions, together with certain other outstanding fees and expenses of counsel to Purchaser incurred in connection with other Purchase Agreement related matters.  The Company acknowledges that the payment amounts described in the immediately preceding proviso shall be fully earned and non-refundable when paid on the New Closing.  For the avoidance of doubt, if the conditions precedent set forth in Section 4 of the Fourth Omnibus Agreement are not satisfied (or waived in writing by Purchaser in its sole discretion), then Purchaser shall be under no obligation to purchase the New Senior Note and pay the New Purchase Price and, in such case, Purchaser shall return to the Company the New Senior Note, which shall not be considered issued and outstanding unless and until the New Closing has occurred (as evidenced by payment of the New Advance to the Company as provided above in this Section 2.1(c) on the New Closing Date).

E.The parties agree that all references to the “Senior Note” in clauses (a) and (b) of Section 2.2 of the Existing Purchase Agreement shall be deemed to refer to the Amended and Restated Note and the Second Senior Note.

F. Section 2.2 of the Existing Purchase Agreement is hereby amended by adding a new clause (c) to read in its entirety as follows:

“(c)Interest on the outstanding principal balance of the New Senior Note shall accrue at a rate per annum equal to eighteen percent (18.00%) on and after the New Closing Date until the principal amount of such Senior Note has been paid in full. All accrued and unpaid interest on the outstanding principal balance of the New Senior Note shall be due and payable on a monthly basis as further provided in the New Senior Note and on the Maturity Date, provided that upon any prepayment of the New Senior Note or any portion thereof, accrued and unpaid interest shall be payable with respect to the principal amount of the New Senior Note so prepaid on such date of prepayment.  After maturity, whether by acceleration or otherwise, interest shall accrue on the unpaid principal amount of the New Senior Note at the Default Rate as set forth in the New Senior Note and shall be payable on demand.”

G.The parties hereto acknowledge and agree that the prepayment incentive provisions in Section 2.3(c) of the Existing Purchase Agreement shall not apply in the case of optional prepayments of the New Senior Note.

H.The last sentence of Section 3.5 of the Existing Purchase Agreement is hereby amended and restated to read in its entirety as follows:

“Whenever any payment hereunder or under any Senior Note shall be stated to be due on a day other than a Business Day, such payment shall be due on the next succeeding Business Day and interest shall continue to accrue on such obligation until so paid.”

I.Section 7.14 of the Purchase Agreement is amended to include the Default Equity Shares (as such term is defined in the New Senior Note), such that all references in said Section to the Commitment Fee Shares shall be deemed to refer to both the Commitment Fee Shares (as defined in the

Exhibit 10.1

Original Purchase Agreement), the New Commitment Fee Shares (as defined in the First Omnibus Amendment) and the Default Equity Shares (as such term is defined in the New Senior Note).

2.Amendments to Security Documents.  Subject to the satisfaction of the conditions precedent in Section 4, the Security Documents are hereby amended as follows:

A.The Security Agreement is hereby amended as follows: (a) the term “Secured Obligations” as defined in the Security Agreement shall be deemed to include, without limitation, the following additional obligations (i) all obligations, covenants, agreements and liabilities, of the Company and the other Obligors under the Note Documents (including, without limitation, the Amended and Restated Note, the Second Senior Note and the New Senior Note), and (ii) the obligation of the Company to pay all amounts when due under the Amended and Restated Note, the Second Senior Note, the New Senior Note and the other Note Documents including, without limitation, all principal, accrued interest, fees and other amounts, (b) all references in the Security Agreement to the “Note” shall be deemed to refer to each Senior Note, and (c) all references in the Security Agreement to the “Note Documents” and the “Obligations” shall be deemed to refer to the Note Documents and Obligations as defined in the Purchase Agreement as amended hereby.

B.The Pledge Agreement is hereby amended as follows: (a) the term “Secured Obligations” as defined in the Pledge Agreement shall be deemed to include, without limitation, the following additional obligations (i) all obligations, covenants, agreements and liabilities, of the Company and the other Obligors under the Note Documents (including, without limitation, the Amended and Restated Note, the Second Senior Note and the New Senior Note) and (ii) the obligation of the Company to pay all amounts when due under the Amended and Restated Note, the Second Senior Note, the New Senior Note and the other Note Documents including, without limitation, all principal, accrued interest, fees and other amounts, (b) all references in the Pledge Agreement to the “Note” shall be deemed to refer to each Senior Note, and (c) all references in the Pledge Agreement to the “Note Documents” and the “Obligations” shall be deemed to refer to the Note Documents and the Obligations as defined in the Purchase Agreement as amended hereby.

3.Reaffirmation. Each of the Obligors hereby reaffirms (a) all of its obligations under the Transaction Documents to which it is a party to, including, without limitation, all of the outstanding indebtedness owing under the Amended and Restated Note and the Second Senior Note, and agrees that this Agreement, the New Senior Note and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a novation of any indebtedness or other obligations under any Transaction Documents, and (b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to each of the Security Documents.  Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the New Senior Note and the New Pay Proceeds Letter, (ii) in the case of the Subsidiary Guarantors, acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by the Company under each Senior Note and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect in accordance with its terms, and (iv) reaffirms the continuing security interests in its assets granted in favor of the Purchaser pursuant to the Security Documents.  

Exhibit 10.1

4.Conditions Precedent: This Agreement shall not become effective until the satisfaction (or waiver by the Purchaser in its sole discretion, which such waiver must be in writing signed by Purchaser and specifically reference this Section 4) of each of the following conditions:

A.Documentation.  The Purchaser shall have received, on or prior to the Fourth Amendment Effective Date, the following, each in form and substance satisfactory to the Purchaser and its counsel:

(i)counterparts of this Agreement duly executed by each Obligor;

B.Payment of Purchaser Fees and Expenses.  The Company shall have paid to the Purchaser on the New Closing Date a commitment fee in the amount of $150,000, together with Purchaser’s fees and expenses in the amounts as set forth in the New Pay Proceeds Letter, which fees and expenses are to be deducted from the proceeds of the New Advance as per this Agreement and the New Pay Proceeds Letter.  The commitment fee shall be fully earned and non-refundable when so paid.

C.No Default, Etc.  No Default or Event of Default shall exist.

D.Representations Accurate.  All representations and warranties made by the Obligors contained herein or in any other Transaction Document shall be true and correct in all material respects on and as of the date hereof.  In addition to the foregoing, the Obligors hereby represent and warrant to the Purchaser that (i) since the Original Closing Date, no material default, breach or other violation has occurred under or with respect to any Material Contract (including, without limitation, the Existing Senior Secured Debt Documents), and (ii) no material default, breach or other violation shall arise under any Material Contract (including, without limitation, the Existing Senior Secured Debt Documents) as a result of the Obligors’ execution, delivery and performance of this Agreement, the Debt Exchange Agreement, the Amended and Restated Note, the Warrant Amendment (as defined in the Debt Exchange Agreement) and the other Transaction Documents, including, without limitation, the consummation of the Debt Exchange and the other transactions contemplated by the Debt Exchange Agreement.  

E.Secretary’s Certificates.  Purchaser shall have received (a) a Secretary Certificate for the Company, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each such Person and all amendments thereto certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Person as of a recent date; (b) good standing certificates or jurisdictional equivalent for each such Person, issued by the relevant Secretary of State and or equivalent governmental authority in which such Person is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of the Company and each Subsidiary Guarantor, authorizing the execution, delivery and performance of this Agreement, and in the case of the Company, the New Senior Note and other related transaction documents; and (d) specimen signatures of the officers or members of the Company executing the New Senior Note, certified as genuine by the relevant secretary or manager of such Person.  

F.Opinion.  Purchaser shall have received a favorable legal opinion of counsel to the Company covering such matters relating to the transactions contemplated hereby and by the New Senior Note as Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel.

Exhibit 10.1

5.Release.  Each of the Obligors hereby remise, release, acquit, satisfy and forever discharge the Purchaser and its respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Purchaser of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had or now has against the Purchaser and its respective agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of or at the direction of the Purchaser (“Releasees”), for, upon or by reason of any matter, cause or thing whatsoever arising from, in connection with or in relation to any of the Transaction Documents (including this Agreement) through the date hereof; provided, that the foregoing clause shall not apply to a Releasee in the event of fraud or willful misconduct of the such Releasee.  Without limiting the generality of the foregoing, the Obligors waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of the Purchaser or other Releasees on or prior to the date hereof; provided, that the foregoing clause shall not apply to a Releasee in the event of fraud or willful misconduct of such Releasee.  

6.This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmissions, e.g. .pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

7.This Agreement shall be deemed and shall constitute a “Note Document” and “Transaction Document” as such terms are defined in the Purchase Agreement. Except as modified and amended herein, the Purchase Agreement, the Security Agreement and the Pledge Agreement remain in full force and effect.

8.This Agreement is limited to the specific amendments and terms set forth herein and shall not constitute a modification, acceptance or waiver of any other provision of the Note Documents or a waiver of any Event of Default.

9.Reaffirmation of Security Interest.

Each of the Obligors hereby confirms and agrees that:  (i) all security interests and liens granted to Purchaser under the Security Documents continue in full force and effect, and (ii) all Collateral remains free and clear of any liens other than liens in favor of Purchaser and Permitted Liens.  Nothing contained herein or in any other Transaction Document is intended to impair or limit the validity, priority and extent of the Purchaser’s security interest in and liens upon the Collateral.

10.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS).

[SIGNATURE PAGES TO FOLLOW]

Exhibit 10.1

IN WITNESS WHEREOF, each of the parties hereto has caused this Fourth Omnibus Amendment and Reaffirmation Agreement to be duly executed by its authorized officers, and the Purchaser, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

Exhibit 10.1

PURCHASER:

JACKSON INVESTMENT GROUP, LLC

By: /s/ Richard L. Jackson______

Name:  Richard L. Jackson

Title:    Chief Executive Officer

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.  THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

18% SENIOR SECURED NOTE

DUE DECEMBER 31, 2019

$2,538,000August 29, 2019

FOR VALUE RECEIVED, the undersigned, STAFFING 360 SOLUTIONS, INC., a Delaware corporation (the “Company”), hereby promises to pay to Jackson Investment Group, LLC (together with its successors and assigns, the “Purchaser”), the principal sum of TWO MILLION FIVE HUNDRED THIRTY-EIGHT THOUSAND Dollars ($2,538,000) on December 31, 2019 (or such earlier date upon any acceleration of this Note as provided for herein, the “Maturity Date”), together with interest (computed on the basis of a 360-day year of twelve 30 day months) (a) on the unpaid balance hereof at the rate of eighteen percent (18.00%) per annum, accruing from and after the date of this Note and until the entire principal balance of this 18% Senior Secured Note (this “Note”) shall have been repaid in full, and (b) to the extent permitted by law, on any overdue payment of principal or interest, at a rate per annum from time to time equal to five percent (5%) in excess of the rate of interest otherwise payable hereunder.

Payments of principal, interest and any other amount due with respect to this Note are to be made in lawful money of the United States of America at the address of the Purchaser as specified in Section 10.1 of the Purchase Agreement (defined below) or at such other place as shall have been designated by the Purchaser by written notice from the Purchaser to the Company.

This Note evidences a loan in the principal amount of $2,538,000 made by the Purchaser to the Company on the date hereof, the proceeds of which shall be used by the Company solely for the purposes described in Section 2.1(c) of the Purchase Agreement (as defined below). This Note has been issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of September 15, 2017 (as amended, restated supplemented or modified from time to time, the “Purchase Agreement”), among the Company, the Subsidiary Guarantors party thereto and the Purchaser, and is entitled to the benefits thereof and is secured by and entitled to the benefits of the Security Documents and is guaranteed by each of the Subsidiary Guarantors pursuant to the guaranty provided for in Article 4 of the Purchase Agreement.  Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Purchase Agreement.

This Note is a registered Note and, as provided in the Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount (less any principal amount repaid prior to such transfer in accordance with the Purchase

1

Exhibit 10.2

Agreement) will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.  The transfer or assignment of this Note by the Purchaser is subject to the provisions of Section 10.5 of the Purchase Agreement, and so long as no Default or Event of Default exists, the consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).

This Note is subject to optional prepayment, in whole or from time to time in part, without penalty or premium, subject to the notice and other requirements as provided in Section 2.3(b) of the Purchase Agreement.  

All accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable monthly on the first day of each month on and after the date hereof (with the first such monthly payment due on October 1, 2019) and on the Maturity Date, provided that upon any prepayment of this Note or any portion thereof, accrued and unpaid interest shall be payable with respect to the principal amount of this Note so prepaid on such date of prepayment.  Any overdue or default interest on this Note shall be due and payable on demand.

If an Event of Default occurs and is continuing, the principal of this Note and accrued interest on this Note may be accelerated and declared or otherwise become due and payable in the manner and with the effect provided in the Purchase Agreement.

In addition to default interest as provided for above in this Note, if and to the extent that Company has not completely and indefeasibly satisfied its obligations to pay all principal, interest and other amounts due under this Note (other than contingent indemnity obligations) on the Maturity Date, then there shall become due and payable and the Company shall immediately issue one hundred thousand (100,000) shares of Company’s Common Stock (the “Initial Default Equity Shares”) to the Purchaser as an additional default fee, and, thereafter, on the last day of each calendar month after the Maturity Date upon which Company has not completely and indefeasibly satisfied its obligations to pay all principal, interest and other amounts due under this Note (other than contingent indemnity obligations) the Company shall immediately issue one hundred thousand (100,000) additional shares of Company’s Common Stock (the “Additional Default Equity Shares”; together with the Initial Default Equity Shares referred to herein collectively as the “Default Equity Shares”) to the Purchaser as an additional default fee.  All such issuances of the Default Equity Shares pursuant to the terms of this Note are referred to herein as the “Default Equity Fee”).  Each payment of the Default Equity Fee shall be issued in the name of Purchaser and the related share certificate shall be delivered to the Purchaser not later than three (3) business days after the due date of such fee.  The Company shall cause each payment of the Default Equity Fee to have been duly authorized by all necessary corporate action pursuant to its organizational documents and any other applicable documents, instruments and agreements.  The Company shall cause all Default Equity Shares to be duly and validly authorized when issued, fully paid and non-assessable, and not be issued in violation of any preemptive or other rights of any stockholder of Company and free from all taxes, liens and charges.  

It is hereby understood and agreed by Company that the application and payment of the Default Equity Fee and any default interest as provided for in this Note (i) is expressly intended to be in addition to the obligations of Company and the Guarantors to pay in cash the outstanding principal, interest and other amounts when due under this Note, (ii) shall not diminish or reduce the obligation of Company and the Guarantors to pay in cash the outstanding principal, interest and other amounts when due under this Note, (iii) shall not constitute a waiver of any Event of Default resulting from the failure of the Company

2

Exhibit 10.2

to timely pay any amounts when due under this Note, or prevent or diminish any rights and remedies of the Purchaser to exercise any and all remedies as provided for herein, under the other Note Documents and at law upon the occurrence and during the continuance of any Event of Default. The Company covenants that it shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock solely for the purpose of issuance as Default Equity Shares hereunder, a number of Default Equity Shares sufficient to satisfy at least twelve (12) months of the Default Equity Fee. The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all Default Equity Shares may be so issued without violating Company’s governing documents, any agreements to which Company is a party on the date hereof, or any applicable law.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance as Default Equity Shares.  If, at any time prior to the payment in cash of the outstanding principal, interest and other amounts under the Note, the number of Company’s Common Stock shall not be sufficient to permit issuance of Default Equity Shares as required hereunder, Company will promptly take such corporate action as may be reasonably necessary (including seeking stockholder approval, if required) to increase its authorized but unissued Common Stock to such number of Default Equity Shares as shall be sufficient for such purposes.  All Default Equity Shares shall constitute “Registrable Shares” subject to the Securities Act and the registration requirements of Section 7.14 of the Purchase Agreement.

Notwithstanding anything in the immediately preceding two paragraphs to the contrary:

(a)the Company shall not issue to the Purchaser any Default Equity Shares, to the extent such shares after giving effect to such issuance and when added to the number of shares of Common Stock issued and issuable in connection with the Transaction Documents would result in (i) the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning shares not previously been approved by the stockholders of the Company under applicable Nasdaq rules in excess of 19.9% of the number of shares of Common Stock of the Company outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (B) controlling shares not previously approved by the stockholders of the Company under applicable Nasdaq rules in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), or (ii) the aggregate number of shares of Common Stock issued as Default Equity Shares exceeding 19.9% of either the total number of shares of Common Stock outstanding on the date hereof or the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Issuance Amount”), unless and until, in all such cases, the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq rules (“Stockholder Approval”).

(b)For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(c)For purposes of this paragraph, in determining the number of outstanding shares of Common Stock of the Company, the Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common

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Exhibit 10.2

Stock outstanding. Upon the written or oral request of the Purchaser, the Company shall within two business days confirm orally and in writing to the Purchaser the number of shares of Common Stock then outstanding.

(d)If on any payment date in respect of Default Equity Shares, the issuance of Default Equity Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount or the Maximum Aggregate Issuance Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Purchaser such number of Default Equity Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount or the Maximum Aggregate Issuance Amount, as the case may be, and, with respect to the remainder of the aggregate number of Default Equity Shares, such shares shall not be issued to the Purchaser until and unless Stockholder Approval has been obtained.

(e)The Company covenants and agrees to submit a proposal seeking Stockholder Approval as set forth in this Section above at a meeting to be held on or before ninety (90) days after a written request from the Purchaser to do so, and if unsuccessful at that meeting then upon request of the Purchaser not more often than once every six (6) months.  The Company further agrees in connection with each such meeting to make a recommendation of management to stockholders in favor of approval of the proposal, and to use its customary efforts to solicit proxies from stockholders in favor of the proposal.  The Company agrees that any failure by the Company to timely comply with the provisions of this clause (e) shall constitute an immediate Event of Default.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS). THE TERMS OF SECTIONS 10.12 AND 10.13 OF THE PURCHASE AGREEMENT WITH RESPECT TO SUBMISSION TO JURISDICTION, CONSENT TO SERVICE OF PROCESS, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE COMPANY AGREES TO SUCH TERMS.  

In no event shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest allowed by Applicable Law and, in the event any such excess payment is made by the Company or received by Purchaser, such excess sum shall be credited as a payment of principal or, if no principal shall remain outstanding, shall be refunded to the Company.  It is the express intent hereof that Company shall not pay and Purchaser not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under Applicable Law.  

[Remainder of page intentionally blank; next page is signature page]

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Exhibit 10.2

The Company hereby waives presentment, demand, protest or notice of any kind in connection with this Note.  Time is of the essence of this Note.

STAFFING 360 SOLUTIONS, INC.

By: /s/ Brendan Flood_________

Name: Brendan Flood

Title:   Chairman and Chief Executive Officer

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Exhibit 10.3

THIRD AMENDMENT TO INTERCREDITOR AGREEMENT

THIS THIRD AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is executed as of August 29, 2019 (the “Effective Date”), by and among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Term Note and as secured party under the Term Debt Documents (“Term Note Purchaser”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party hereto, and MIDCAP FUNDING IV TRUST, a Delaware statutory trust and successor by assignment from Midcap Funding X Trust (successor by assignment from MidCap Financial Trust), as Agent for the financial institutions or other entities from time to time parties to the ABL Loan Agreement  (acting in such capacity, “Agent”), and as a “Lender” under the ABL Loan Agreement, or such then present holder or holders of the ABL Loans as may from time to time exist (as the “Lenders” under the ABL Loan Agreement; collectively with the Agent, the “ABL Lenders”).  Reference in this Amendment to “Term Note Purchaser”, “Term Note Purchasers”, “each Term Note Purchaser” or otherwise with respect to any one or more of the Term Note Purchasers shall mean each and every person included from time to time in the term “Term Note Purchaser” and any one or more of the Term Note Purchasers, jointly and severally, unless a specific Term Note Purchaser is expressly identified.

RECITALS

A.The Term Note Purchaser, Parent, certain of the Parent’s subsidiaries party thereto and ABL Lenders have entered into a Intercreditor Agreement dated as of September 15, 2017 (as amended by that certain First Amendment to Intercreditor Agreement dated as of August 27, 2018, as amended by that certain Second Amendment to Intercreditor Agreement dated as of February 7, 2019, as amended hereby and as may further be amended, modified, supplemented and/or restated from time to time, the “Intercreditor Agreement”), under the terms of which the ABL Lenders and Term Note Purchaser set forth the relative rights and priorities of ABL Lenders and Term Note Purchaser under the ABL Loan Documents and the Term Debt Documents in the Common Collateral.  

B. It is proposed that the Term Note Purchaser amend the Term Note Agreement to increase its senior debt secured investment in Parent on the date hereof by issuance and sale by Parent to Term Note Purchaser of a new 18% Senior Secured Note due December 31, 2019 in the principal amount of $2,538,000 (the “New Term Note”), pursuant to the Term Note Agreement, as amended by that certain Fourth Omnibus Amendment and Reaffirmation Agreement dated on or about the date hereof to Amended and Restated Note and Warrant Purchase Agreement in the form attached hereto as Exhibit A (the “Fourth Amendment to Term Note Agreement”) so that the aggregate outstanding principal amount of all such investments by Purchaser under the Term Note Agreement after giving effect to the Fourth Amendment to Term Note Agreement is $38,277,794.

C. The parties now wish to amend the Intercreditor Agreement as provided herein.

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D.All capitalized terms used in this Amendment, including in the Preamble and these Recitals, and not herein defined shall have the meanings given to them in the Intercreditor Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto agree as follows:

Agreement

1.The parties agree that the Recitals above are a part of this Amendment.  

2.The Intercreditor Agreement is hereby amended as follows:

(a)Recital C of the Intercreditor Agreement is hereby restated in its entirety to read as follows:

Term Note Purchaser has made a $40,000,000 senior debt secured investment in Parent that is guaranteed by the Borrowers pursuant to the Term Debt Documents (as defined below) as of September 15, 2017, which was increased to an aggregate outstanding principal amount of $48,427,794 on the First Amendment Closing Date, of which $13,000,000 in principal was exchanged on the Exchange Date for 13,000 shares of Series E Convertible Preferred Stock of the Parent pursuant to the Debt Exchange Agreement, after taking into account related transaction fees and expenses resulting in a decrease in the outstanding principal amount of the total Term Debt to $35,739,794 on the Exchange Date.  The Term Note Purchaser’s total secured investment in Parent was further increased to an aggregate outstanding principal amount of $38,277,794 on the Fourth Amendment Closing Date.  All of the Credit Parties’ obligations to Term Note Purchaser under the Term Note Agreement and the other Term Debt Documents (as hereinafter defined), other than the Preferred Stock Obligations (as hereinafter defined), are secured by liens on and security interests in substantially all of the now existing and hereafter acquired personal property of the Credit Parties.  

(b)Section 1 of the Intercreditor Agreement is hereby amended to add the following defined term in its alphabetical order:

“Fourth Amendment Closing Date” shall mean August 29, 2019.

(c)The definitions of “Term Debt Cap” and “Term Note” are hereby restated in their entirety, respectively, to read as follows:  

“Term Debt Cap” with respect to the Term Note, means the aggregate principal amount of the following (all as determined exclusive of all interest, fees (including attorneys’ fees) and expenses, expended by the Term Note Purchaser and remitted to Persons other than the Credit Parties to enforce its rights and

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remedies in respect of the Collateral, the Term Note, or both, and all indemnity obligations): (i) $38,277,794 in aggregate advances, minus (ii) the amount of all payments of principal on the Term Note made after the Fourth Amendment Effective Date.

“Term Note” shall mean, collectively, (i) the Parent’s Amended and Restated 12% Senior Secured Promissory Note due September 15, 2020, dated November 15, 2018, in the principal amount of $27,312,000 payable to Term Note Purchaser, (ii) the Parent’s 12% Senior Secured Promissory Note due September 15, 2020, dated August 27, 2018, in the principal amount of $8,427,794 payable to Term Note Purchaser and (iii) the Parent’s 18% Senior Secured Promissory Note due December 31, 2019, dated August 29, 2019, in the principal amount of $2,538,000  payable to Term Note Purchaser, in each case together with any and all promissory notes at any time issued in substitution, exchange or replacement thereof.

3.Pursuant to the terms of Section 7.2 of the Intercreditor Agreement, Agent hereby consents to (i) the increase in the principal amount of the Term Debt by $2,538,000 as evidenced by the New Term Note and (ii) the Fourth Amendment to Term Note Agreement as an amendment, modification or supplement to the terms of the Term Debt.  The limited consent set forth in this Section 3 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Intercreditor Agreement or of any other ABL Loan Document; (b) prejudice any right that Agent or the holders from time to time of the ABL Debt have or may have in the future under or in connection with the ABL Loan Agreement or any other ABL Loan Document; (c) waive any Event of Default (as such terms are defined in the ABL Loan Agreement) that exists as of the date hereof; or (d) establish a custom or course of dealing among any of the Term Note Purchaser on the one hand, or Agent or any holder from time to time of the ABL Debt, on the other hand.

4.Except as amended herein, the Intercreditor Agreement shall remain in full force and effect.

5.As consideration to Agent and ABL Lenders for entering into this Amendment, Borrowers shall pay to Agent a fee equal to Fifteen Thousand Dollars ($15,000) (the “ABL Amendment Fee”), all of which shall be due and owing on the earlier of December 31, 2019 of (ii) the Termination Date (as defined in the ABL Loan Agreement), and which may be paid from one or more Revolving Loans (as defined in the ABL Loan Agreement) advanced by Agent and ABL Lenders pursuant to the ABL Loan Agreement.  The ABL Amendment Fee shall be deemed fully earned and non-refundable as of the date hereof.

6.Upon the effectiveness of this Amendment, each reference in the Intercreditor Agreement to “this Intercreditor Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Intercreditor Agreement, as amended by this Amendment.  

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7.This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof.  To the extent of any conflict between the terms and conditions of this Amendment and the Intercreditor Agreement, the terms and conditions of this Amendment shall govern.

8.This Amendment may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same agreement.  Each party to this Amendment agrees that the respective signatures of the parties may be delivered by fax, PDF, or other electronic means acceptable to the other parties and that the parties may rely on a signature so delivered as an original.  Any party who chooses to deliver its signature in such manner agrees to provide promptly to the other parties a copy of this Amendment with its inked signature, but the party’s failure to deliver a copy of this Amendment with its inked signature shall not affect the validity, enforceability and binding effect of this Amendment.

[Signature Pages Follow]s

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IN WITNESS WHEREOF, intending to be legally bound, and intending that this Third Amendment to Intercreditor Agreement constitute an instrument executed and delivered under seal, the parties have caused this Amendment to be executed under seal as of the date first written above.

AGENT:

MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Funding X Trust

By:       Apollo Capital Management, L.P.,

            its investment manager

By:       Apollo Capital Management GP, LLC,

its general partner

By: /s/ Maurice Amsellem ______________(SEAL)

Name:  Maurice Amsellem

Title:    Authorized Signatory

Agent’s Signature Page to Third Amendment to Intercreditor Agreement

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TERM NOTE PURCHASER:

By: /s/ Richard L. Jackson______________ (SEAL)

Name:  Richard L. Jackson

Title:  Chief Executive Officer

Term Note Purchaser’s Signature Page to Third Amendment to Intercreditor Agreement

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By: /s/ Brendan Flood___________(Seal)

Name: Brendan Flood
Title:   Chairman and Chief Executive Officer

SUBSIDIARIES:

KEY RESOURCES, INC., a North Carolina corporation

By: /s/ Brendan Flood___________(Seal)

Name: Brendan Flood
Title:   Chairman and Chief Executive Officer  

Parent’s and Borrowers’ Signature Page to Third Amendment to Intercreditor Agreement

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