staf-8k_20200911.htm



Delaware	001-37575	68-0680859
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 11, 2020, Staffing 360 Solutions, Inc. (the “Company”) and certain domestic subsidiaries of the Company entered into Amendment No. 15 (“Amendment No. 15”) to the Credit and Security Agreement, dated as of April 8, 2015, as amended, with MidCap Funding X Trust, as successor-by-assignment to MidCap Financial Trust to extend the maturity date of the facility from September 7, 2020 to October 7, 2020.

On September 15, 2020, the Company and certain domestic subsidiaries of the Company, as guarantors, entered into the Consent and Amendment Agreement (the “Consent and Amendment Agreement”) with Jackson Investment Group, LLC (“Jackson”), which amends that certain Amended and Restated Note Purchase Agreement, dated as of September 15, 2017, as amended (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company had issued 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 and (b) that certain 12% Senior Secured Promissory Note due September 15, 2020, dated August 27, 2018, in the principal amount of $8,427,794 (collectively, the “Notes”). The Consent and Amendment Agreement extends the stated maturity of the Notes from September 15, 2020 to October 15, 2020.

The foregoing descriptions of Amendment No. 15 and the Consent and Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of Amendment No. 15 and the Consent and Amendment Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2020	STAFFING 360 SOLUTIONS, INC.

	By:	/s/ Brendan Flood
		Brendan Flood
		Chairman and Chief Executive Officer

THIS AMENDMENT NO. 15 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 7^th day of September, 2020, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”), and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Funding X Trust (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

A.Borrowers, Agent and Lenders are party to that certain Credit and Security Agreement dated as of April 8, 2015 (as amended by that certain Amendment No. 1 and Joinder Agreement to Credit and Security Agreement dated as of July 13, 2015, by that certain Amendment No. 2 to Credit and Security Agreement dated as of August 31, 2015, by that certain Overadvance Letter dated October 9, 2015, by that certain Overadvance Letter dated as of November 20, 2015, by that certain Overadvance Letter dated as of February 8, 2016, by that certain Amendment No. 3 to Credit and Security Agreement and Limited Waiver dated as of February 8, 2016, by that certain Amendment No. 4 and Joinder Agreement to Credit and Security Agreement dated as of July 11, 2016, by that certain Amendment No. 5 to Credit and Security Agreement dated as of September 26, 2016, by that certain Amendment No. 6 to Credit and Security Agreement and Limited Consent dated as of January 26, 2017, by that certain Amendment No. 7 to Credit and Security Agreement and Limited Consent dated as of June 5, 2017, by that certain Amendment No. 8 and Joinder Agreement to Credit and Security Agreement and Limited Consent dated as of September 15, 2017, by that certain Amendment No. 9 to Credit and Security Agreement and Limited Consent dated as of June 6, 2018, by that certain Amendment No. 10 and Joinder Agreement to Credit and Security Agreement and Limited Consent dated as of August 27, 2018, by that certain Overadvance Letter dated as of January 3, 2019, by that certain Amendment No. 11 to Credit and Security Agreement dated as of February 7, 2019, by that certain Overadvance Letter dated as of April 1, 2019, by that certain Amendment No. 12 to Credit and Security Agreement dated as of April 1, 2019, by that certain Overadvance Letter dated as of July 15, 2019, by that certain Amendment No. 13 to Credit and Security Agreement dated as of August 2, 2019, by that certain Amendment No. 14 dated as of August 8, 2020, as amended hereby and as it may be further amended, modified and restated from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Credit Agreement.

B.Borrowers, Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Parent and Borrowers hereby agree as follows:

1.Recitals. This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment as if set forth fully in the body of this Amendment.

2.Amendment to Credit Agreement. Section 1.1 (Amended and Restated Definitions). The defined term “Commitment Expiry Date” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(b)Confirmation of Representations and Warranties; Reaffirmation of Security Interest.

(a)Each Borrower hereby confirms that all of the representations and warranties set forth in Article 3 of the Credit Agreement are true and correct in all material respects with respect to such Borrower as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, and covenants to perform its respective obligations under the Credit Agreement. To induce Agent and Lender to enter into this Agreement, Borrowers and Parent further represent and warrant that:

(i) no Default or Event of Default has occurred or is continuing as of the date hereof;

(ii)as of the date hereof and, immediately after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties of Borrowers contained in the Financing Documents are true and correct in all material respects (or if any representation or warranty is qualified with respect to materiality, in all respects) on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date; and

(iii)the execution, delivery and performance by Borrowers and Parent of this Amendment are within each of its corporate powers and have been duly authorized by all necessary corporate action, and this Amendment is the legal, valid and binding obligation of Borrowers and Parent enforceable against Borrowers and Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by equitable principles, and neither the execution, delivery or performance by Borrowers and Parent of this Agreement (A) violates any Law, or any other rule or decree of any Governmental Authority, (B) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which

Borrowers or Parent is a party or by which Borrowers or Parent or any of its property is bound, except for such conflicts, breaches, terminations, defaults or accelerations that would not reasonably be expected to have a Material Adverse Effect, (C) results in the creation or imposition of any Lien upon any of the Collateral, (D) violates or conflicts with the by-laws or other organizational documents of Borrowers and Parent, or (E) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.

(b)Each Borrower and Parent confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains free and clear of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended to impair or limit the validity, priority or extent of Agent’s security interests in and Liens on the Collateral. For the avoidance of any doubt, the Collateral secures repayment of the Obligations and the Affiliated Obligations, and in furtherance thereof, Borrowers and Parent hereby reaffirm the grant to Agent, for the benefit of itself and Lenders, of a continuing first priority Lien (subject to Permitted Liens) on and security interest in all of the Collateral as security for the payment and performance of the Obligations, and for the payment and performance of all obligations under the Affiliated Financing Documents.

3.Enforceability. This Amendment constitutes the legal, valid and binding obligation of each Borrower and Parent, and is enforceable against each Borrower and Parent in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

4.Costs and Fees. In consideration of Agent’s agreement to enter into this Amendment, Borrower shall pay to Agent a modification fee equal to Twenty Thousand and No/100 Dollars ($20,000.00) (the “Modification Fee”). The Modification Fee shall be fully earned upon the execution of this Amendment. In the event Agent and Lenders agree to further extend the Commitment Expiry Date, the Modification Fee shall be applied to the additional charges associated in connection therewith. Furthermore, Borrowers shall be responsible for the payment of all reasonable costs and fees of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. If Agent or any Lender uses in-house counsel for any of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed. Borrowers hereby authorize Agent to deduct all of such fees set forth in this Section 5 from the proceeds of one or more Revolving Loans made under the Credit Agreement.

5.Reaffirmation of Security Interest. Each of the Borrowers and Parent confirms and agrees that: (i) all security interests and liens granted to Agent continue in full force and effect, and (ii) all Collateral remains free and clear of any liens other than liens in favor of Agent and Permitted Encumbrances. Nothing herein contained is intended to impair or limit the validity, priority and extent of Agent’s security interest in and liens upon the Collateral.

6.Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the “Effective Date”):

(a)Amendment. Borrowers and Parent shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Credit Party;

(b)Representations and Warranties. All representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective Date except to the extent such representations and warranties specifically relate to an earlier date (and such parties’ delivery of their respective signatures hereto shall be deemed to be their certification thereof); and

(c)Fees and Expenses. Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent’s reasonable out-of-pocket legal fees and expenses.

7.Release. Each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their respective current and former directors, officers, shareholders, agents, and employees (collectively, “Releasing Parties”), does hereby fully and completely release, acquit and forever discharge each Indemnitee (as defined in the Credit Agreement) of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnitees (or any of them), that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. “Prior Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any of the terms of this Amendment or any other Financing Document, (b) any actions, transactions, matters or circumstances related hereto or thereto, (c) the conduct of the relationship between any Indemnitee and any Borrower, or (d) any other actions or inactions by any Indemnitee, all on or prior to the Effective Date. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and Lender’s decision to enter into this Amendment and to agree to the modifications contemplated hereunder.

8.No Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Agreement or other Financing Documents or any of Agent’s rights and remedies in respect of such Defaults or Events of Default. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

9.Affirmation. Except as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in

all respects by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement (as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions. For the avoidance of any doubt, the “deferred revolving loan origination fee” described in Section 2.2(f) of the Credit Agreement shall be due and payable on the Commitment Expiry Date, as amended by this Amendment.

(a)Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Amendment. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.

(b)Incorporation of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

(c)Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(d)Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be treated as delivery of an original and shall bind the parties hereto. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

IN WITNESS WHEREOF, intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have executed this Amendment under seal as of the day and year first hereinabove set forth.



BORROWERS:	MONROE STAFFING SERVICES, LLC, a Delaware limited liability company By:_ __________(Seal) Name: Brendan Flood Title: Chairman and Chief Executive Officer
LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation By:___ ________(Seal) Name: Brendan Flood Title: Chairman and Chief Executive Officer	FARO RECRUITMENT AMERICA, INC., a New York corporation By:___ _______(Seal) Name: Brendan Flood Title: Chairman and Chief Executive Officer

STAFFING 360 GEORGIA, LLC, a Georgia limited liability company By:___ _________(Seal) Name: Brendan Flood Title: Chairman and Chief Executive Officer	KEY RESOURCES, INC., a North Carolina corporation By:___ _________(Seal) Name: Brendan Flood Title: Chairman and Chief Executive Officer

THIS CONSENT AND AMENDMENT AGREEMENT (this “Agreement”), dated as of September 15, 2020, is entered into 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 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 (i) First Omnibus Amendment, Joinder and Reaffirmation Agreement dated as of August 27, 2018 (the “First Omnibus Amendment”), (ii) Second Omnibus Amendment and Reaffirmation Agreement dated as of November 15, 2018 (the “Second Omnibus Amendment”), (iii) Third Omnibus Amendment and Reaffirmation Agreement dated as of February 7, 2019 (the “Third Omnibus Amendment”), and (iv) Fourth Omnibus Amendment and Reaffirmation Agreement dated as of August 29, 2019 (the “Fourth Omnibus Amendment”; the Original Purchase Agreement as amended by the First Omnibus Amendment, the Second Omnibus Amendment, the Third Omnibus Amendment and the Fourth 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 “NPA”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the NPA), 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”; together with the Amended and Restated Note referred to herein collectively as the “Notes”) issued by the Company to Purchaser on August 27, 2018 pursuant to Section 2.1(b) of the Existing Purchase Agreement;

WHEREAS, the Subsidiary Guarantors have guaranteed all of the Obligations pursuant to the terms of Obligors pursuant to Article 4 of the NPA (the “Guaranty”), and all of the Obligations are secured pursuant to the Security Documents; and

WHEREAS, the Obligors have requested that Purchaser consent to a thirty (30) day extension of the stated maturity of the Notes from September 15, 2020 to October 15, 2020 and to the related amendment of the definition of Maturity Date as set forth in the Existing Purchase Agreement and the Notes to reflect such requested extension, and Purchaser is willing to consent to such requested extension and related amendments, in each case, upon and subject to the terms and conditions set forth herein.

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

1.1Consent to Extension of Stated Maturity and Related Amendment. Subject to the terms and conditions set forth in this Agreement, including the conditions to effectiveness set forth in Section 2 hereof, (a) Purchaser hereby consents to a thirty (30) day extension of the stated maturity of the Notes from September 15, 2020 to October 15, 2020, and (b) each of the parties hereto agree that the reference to the date “September 15, 2020” in the definition of Maturity Date as set forth in the Existing Purchase Agreement and each of the Notes is hereby amended to replace said reference with the date “October 15, 2020”.

1.2No Implied Waiver or Modification. Except for Purchaser’s consent to extension and the related amendment of the Existing Purchase Agreement and Notes, each as expressly set forth above in Section 1.1 hereof, the Existing Purchase Agreement, the Notes and all other Note Documents shall remain unchanged and in full force and effect, and nothing in this Agreement is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations, or to modify, affect or impair the perfection, priority or continuity of Purchaser’s Liens in any Collateral or the Guaranty by the Obligors. Without limiting the foregoing, each of the Obligors hereby acknowledge and agree that (a) Purchaser’s consent to extension of the stated maturity of the Notes and to the related amendment to the Existing Purchase Agreement and the Notes, each as expressly set forth above in Section 1.1, are granted on a one-time basis only and Purchaser is under no obligation whatsoever to agree to any further extension requests in respect of the stated maturity of the Notes or to any further amendments to the NPA or any other Note Documents, and (b) upon the occurrence and during the continuance of any Event of Default, whether now existing or hereafter arising, Purchaser shall be entitled to accelerate the stated maturity date of the Notes and all other Obligations in addition to exercising any and all rights and remedies provided for in the Note Documents and under applicable law.

SECTION 2. CONDITION TO EFFECTIVENESS. This Agreement shall be effective as of the date of this Agreement upon Purchaser’s receipt of executed counterparts of this Agreement, duly executed and delivered by each of the undersigned Obligors and Purchaser.

3.1Representations and Warranties. In order to induce Purchaser to enter into this Agreement, each of the undersigned Obligors hereby represents and warrants to Purchaser as follows: (a) each of the representations and warranties contained in the Note Documents is true and correct on and as of the date hereof, except for any representation and warranty that relates by its terms only to a specified date (in which case, it shall be true on and as of such date) and no Default or Event of Default exists; (b) this Agreement and the other Note Documents have been duly executed and delivered to Purchaser by each Obligor and are in full force and effect, as modified hereby; and (c) the execution and delivery and performance of this Agreement by each of the undersigned Obligors will not violate any law, rule, regulation or order or contractual obligation or organizational document of such Obligor and will not result in, or require, the creation or imposition of any Lien on any of its or any other Obligor’s properties or revenues.

4.1Each of the undersigned Obligors hereby acknowledges and confirms that (a) as of the date hereof, Purchaser has performed fully all of its obligations under the Note Documents, (b) by entering into this Agreement, except to the extent as expressly set forth in Section 1.1, none of the terms of the Note Documents are being amended, waived, released or otherwise modified, and this Agreement does not constitute a waiver of any Default or Event of Default or a waiver or release by Purchaser of any of its rights or remedies under such Note Documents or applicable law or any of the obligations of any Obligor, and (c) nothing expressed or implied in this Agreement shall be construed as (i) a substitution or novation of any of the Notes or of any outstanding Obligation, all of which shall remain in full force and effect in accordance with their terms, except to the extent as expressly modified as forth in Section 1.1, or (ii) a release or other discharge of any Obligor under any Note Document from any of its obligations and liabilities thereunder. Each of the undersigned Obligors hereby reaffirms (a) all of its obligations under the Notes and the other Note Documents, and agrees that this Agreement and all documents, agreements and instruments executed in connection herewith do not operate to reduce or discharge any Obligor’s obligations under any of the Transaction Documents, and (b) the continuing security interests in its respective assets granted in favor of Purchaser pursuant to the Security Documents.

5.1Successors and Assigns, Etc. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. All representations, warranties and covenants made in this Agreement or any other document furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the other documents. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. This Agreement may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart to this Agreement by telecopy or other electronic means (e.g., pdf) shall be effective as an original and shall constitute a representation that an original will be delivered.

5.2Release and Waiver of Subrogation. Each of the undersigned Obligors hereby irrevocably remise, release, acquit, satisfy and forever discharge Purchaser and its agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of Purchaser (collectively, the “Releasees”) 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 any of the 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 Note Documents (including this Agreement and the transactions contemplated hereby) through 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.

5.3Additional Provisions. In order to induce Purchaser to enter into this Agreement, the Company covenants and agrees that, the Company shall reimburse the Purchaser for all reasonable fees and expenses of Purchaser’s counsel, Kilpatrick Townsend & Stockton LLP (“KTS”), incurred in connection with preparation, negotiation of this Agreement and for any other outstanding fees and expenses of KTS required to be paid by the Company under the Note Documents, in each case, to the extent invoiced by KTS to the Purchaser. The foregoing fee and expense reimbursement provision is in addition to and not in limitation of the Company’s obligations to reimburse the Purchaser for all fees and expenses, including attorneys’ fees, incurred in connection herewith or otherwise upon demand in accordance with the provisions of Section 10.3 of the Purchase Agreement. Further, each of the Obligors agrees that the failure of the Company to fully and timely comply with any of the covenants in this Section or with any other covenants, agreements or obligations of the Company or such other Obligor set forth in this Agreement shall constitute an immediate Event of Default. This Agreement constitutes a Note Document.

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Consent and Amendment Agreement as of the day and year first above written.


	OBLIGORS: STaffing 360 solutions, inc. By: /s/ Brendan Flood Name: Brendan Flood Title: Chairman and Chief Executive Officer

	FARO RECRUITMENT AMERICA, INC. By: /s/ Brendan Flood Name: Brendan Flood Title: President and Chief Executive Officer MONROE STAFFING SERVICES, LLC By: /s/ Brendan Flood Name: Brendan Flood Title: President and Chief Executive Officer Staffing 360 Georgia, LLC By: /s/ Brendan Flood Name: Brendan Flood Title: President and Chief Executive Officer LIGHTHOUSE PLACEMENT SERVICES, INC. By: /s/ Brendan Flood Name: Brendan Flood Title: President KEY RESOURCES, INC. By: /s/ Brendan Flood Name: Brendan Flood Title: President and Chief Executive Officer PURCHASER: JACKSON INVESTMENT GROUP, LLC By: /s/ Richard L. Jackson Name: Richard L. Jackson Title: Chief Executive Officer [Signature page to Consent and Amendment Agreement dated September 2020]


Exhibit No.	Description
10.1	Amendment No. 15 to Credit and Security Agreement, dated as of September 7, 2020, by and among Staffing 360 Solutions, Inc., certain subsidiaries of Staffing 360 Solutions, Inc. and MidCap Funding X Trust.
10.2	The Consent and Amendment Agreement, dated as of September 15, 2020, by and among Staffing 360 Solutions, Inc., certain subsidiaries of Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC.