Exhibit 4.3


 


term
LOAN NOTE


 


	$3,000,000.00	Bethesda, Maryland

April 8, 2015


 


FOR VALUE RECEIVED,
each of PEOPLESERVE, INC., a Massachusetts corporation, and MONROE STAFFING SERVICES, LLC, a Delaware limited liability
company (individually, each a “Borrower” and collectively, the “Borrowers”), hereby jointly
and severally unconditionally promises to pay to the order of MIDCAP FINANCIAL TRUST, a Delaware statutory trust (together
with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at 7255 Woodmont Avenue,
Suite 200, Bethesda, MD  20814, or at such other place as Agent may from time to time designate in writing, in lawful money
of the United States of America and in immediately available funds, in the principal sum of Three Million and No/100 Dollars ($3,000,000.00),
pursuant to the terms of that certain Credit and Security Agreement dated as the same date as this Note (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrowers, such
other borrowers that may become “Borrowers” under the Credit Agreement, various financial institutions as are, or may
from time to time become, parties thereto as lenders (including without limitation, Lender) and MidCap Financial Trust, individually
as a Lender, and as administrative agent (in such capacity and together with its successors and assigns, “Agent”).
All capitalized terms used herein (which are not otherwise specifically defined herein) shall be used in this Term Loan Note (this
“Note”) as defined in the Credit Agreement.


 


1.          The
outstanding principal balance of the Term Loan evidenced by this Note shall be payable in full on the Termination Date, or on such
earlier date and without any premium or penalty as provided for in the Credit Agreement.


 


2.          This
Note is issued in accordance with the provisions of the Credit Agreement and is entitled to the benefits and security of the Credit
Agreement and the other Financing Documents, and reference is hereby made to the Credit Agreement for a statement of the terms
and conditions under which the Term Loan evidenced hereby was made and is required to be repaid.


 


3.          Each
Borrower promises to pay interest from the date hereof until payment in full hereof on the unpaid principal balance of the Term
Loan evidenced hereby at the per annum rate or rates set forth in the Credit Agreement. Interest on the unpaid principal balance
of the Term Loan evidenced hereby shall be payable on the dates and in the manner set forth in the Credit Agreement. Interest as
aforesaid shall be calculated in accordance with the terms of the Credit Agreement.


 


4.          Upon
and after the occurrence of an Event of Default, and as provided in the Credit Agreement, the Term Loan evidenced by this Note
may be declared, and immediately shall become, due and payable without demand, notice or legal process of any kind; provided,
however, that upon the occurrence of an Event of Default pursuant to the provisions of Section 10.1(e) or Section 10.1(f)
of the Credit Agreement, the Term Loan evidenced by this Note shall automatically be due and payable, without demand, notice or
acceleration of any kind whatsoever.


 




    	 



    	 



    

 


5.          Payments
received in respect of the Term Loan shall be applied as provided in the Credit Agreement.


 


6.          Presentment,
demand, protest and notice of presentment, demand, nonpayment and protest are each hereby waived by Borrowers.


 


7.          No
waiver by Agent or any Lender of any one or more defaults by the undersigned in the performance of any of its obligations under
this Note shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature, or
as a waiver of any obligation of Borrowers to Agent, Lender or any other lender under the Credit Agreement.


 


8.          No
provision of this Note may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing
and is signed or otherwise approved by Borrowers, the Required Lenders and any other lender under the Credit Agreement to the extent
required under Section 11.16 of the Credit Agreement.


 


9.          THIS
NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.


 


10.         Whenever
possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
in case any provision of or obligation under this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


11.         Whenever
in this Note reference is made to Agent, Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Note shall be binding upon each Borrower and its successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


12.         In
addition to and without limitation of any of the foregoing, this Note shall be deemed to be a Financing Document and shall otherwise
be subject to all of the general terms and conditions contained in Article 12 of the Credit Agreement, mutatis mutandis.


 


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


 


	
        BORROWERS:

         
	 	MONROE STAFFING SERVICES, LLC, a Delaware limited liability company
	 	 	 
	 	 	By: 	/s/ Jeff R. Mitchell	 (SEAL)
	 	 	Name: Jeff R. Mitchell
	 	 	Title: Treasurer
	 	 	 
	 	 	PEOPLESERVE, INC., a Massachusetts corporation
	 	 	 
	 	 	By: 	/s/ Jeff R. Mitchell	 (SEAL)
	 	 	Name: Jeff R. Mitchell
	 	 	Title: Secretary and Treasurer