Exhibit 10.27 


 


THIS 2013 AMENDED AND RESTATED SENIOR SUBORDINATED
NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION
AND INTERCREDITOR AGREEMENT DATED OCTOBER 17, 2007, AS AMENDED THROUGH AND AS OF THE DATE HEREOF, BY AND AMONG LTN ACQUISITION,
LLC, THE MAKERS (AS DEFINED BELOW), THE PAYEE (AS DEFINED BELOW), LEGG MASON SBIC MEZZANINE FUND, L.P., BROOKSIDE MEZZANINE FUND
II, L.P. AND FIFTH THIRD BANK (AS HEREAFTER MODIFIED, AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, THE “SUBORDINATION
AGREEMENT”).


 


THE SECURITY REPRESENTED BY THIS SENIOR SUBORDINATED
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS
UNLESS PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR DISPOSITION, MAKERS ARE FURNISHED WITH AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO MAKERS, THAT THE PROPOSED SALE, TRANSFER, PLEDGE OR DISPOSITION WILL BE EXEMPT FROM SUCH REGISTRATION.


 


2013 AMENDED
AND RESTATED SENIOR SUBORDINATED NOTE 


 


	$4,696,101.09	May
    28, 2013   


 


FOR
VALUE RECEIVED, LTN STAFFING, LLC, a Delaware limited liability company (“LTN
Staffing”), BG
STAFFING, LLC, a
Delaware limited liability company (“BG Staffing”),
BG PERSONNEL SERVICES, LP, a
Texas limited partnership (“BG Personnel
Services”),
BG PERSONNEL, LP, a
Texas limited partnership (“BG Personnel”),
a Texas
limited partnership, B G STAFF SERVICES INC., a Texas corporation (“B
G Staff Services;”
together
with LTN Staffing, BG Staffing, BG Personnel Services and BG Personnel being each individually referred to herein as a “Maker”
and being
collectively referred to herein as the “Makers”),
jointly
and severally promise to pay to the order of BROOKSIDE PECKS CAPITAL PARTNERS, L.P., a
Delaware limited partnership (the “Payee”),
at its address at 201 Tresser Boulevard, Suite 330, Stamford, Connecticut 06901-3435 or at
such other place as Payee may from time to time designate in writing, the principal sum of FOUR MILLION SIX HUNDRED NINETY-SIX
THOUSAND ONE HUNDRED ONE 09/100 DOLLARS ($4,696,101.09) with interest, on the terms and conditions described below. The actual
amount due and owing from time to time hereunder shall be evidenced by Payee’s records, which shall be prima facie
evidence of the unpaid balance thereof


 


1.   Securities
Purchase Agreement.
This 2013
Amended and Restated Senior Subordinated Note (this “Note”)
is the Brookside Senior Subordinated Note issued to the Payee pursuant to the terms and subject
to the conditions of that certain Amended and Restated Securities Purchase Agreement dated the date hereof among LTN Acquisition,
LLC, Makers, the Payee, Brookside Mezzanine Fund II, L.P., and Legg Mason SBIC Mezzanine Fund, L.P. (all future amendments, restatements,
extensions and substitutions therefor or thereof, the “Purchase
Agreement”),
and is entitled to all the benefits referred to in the Purchase Agreement. The terms of the
Purchase Agreement are incorporated by reference herein. All capitalized terms used in this Note without definition which are defined
in the Purchase Agreement shall have the meanings ascribed to such terms therein.


 




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2.   Contract
Interest Rate; Cash Interest and PIK Interest Payments.  Subject
to the provisions of Section 5 hereof, effective as of April 1, 2013, interest shall accrue on the unpaid principal balance of
this Note at the fixed annual rate of fourteen percent (14%) (such per annum rate, the “Contract
Rate”);
provided, however,
that on the date of each scheduled payment of interest on the outstanding principal balance under this Note, the Maker shall only
pay in cash an amount of interest equal to twelve percent (12%) per annum (the “Cash
Interest”) on
the outstanding principal balance under this Note. The payment of the remaining two percent (2%) per annum of the interest accrued
on the outstanding principal balance of this Note shall be deferred (the aggregate amount of such deferred payments of interest,
“PIK
Interest”) until
the Maturity Date. All PIK Interest shall: (i) be added to the unpaid principal balance of this Note on the date the related Cash
Interest payment is due and payable pursuant to the above proviso and on the dates hereinafter set forth; (ii) be due and payable,
together with all interest accrued thereon, in cash, on the Maturity Date or acceleration of this Note pursuant to the terms hereof;
and (iii) bear interest at a fixed rate per annum equal to the Contract Rate or the Default Rate, as applicable. Accrued interest
shall be payable quarterly in arrears commencing on the first Business Day of July, 2013 and continuing on the first Business
Day of every third month thereafter (i.e. the first Business Day of October, January, April, July, etc.) until the principal amount
of, and all accrued interest on, this Note, including, without limitation, the PIK Interest, have been paid in full. Any interest
that is not paid when due shall itself earn interest at the rate provided herein until the same has been paid in full. Interest
shall be calculated on the basis of a three hundred sixty (360)-day year for actual number of days elapsed.


 


3.   Accrued
PIK Interest Payment.
The Brookside
Accrued PIK Interest Payment in the aggregate amount of Sixty-Nine Thousand Five Hundred Dollars ($69,500) required to be paid
by the Makers pursuant to the provisions of Section 2.3(a) of the Purchase Agreement shall be payable in two (2) equal installments
of Thirty-Four Thousand Seven Hundred Fifty Dollars ($34,750.00) commencing on the first Business Day of July, 2013 and ending
on the first Business Day of October, 2013.


 


4.   Balloon
Principal Repayment; Maturity Date.
Subject
to the provisions of Section 9 hereof, the entire outstanding principal balance of this Note, including all accrued unpaid interest,
late charges, fees, and expenses hereunder shall be immediately due and payable on the Maturity Date.


 


5.   Default
Rate. Notwithstanding
the above, upon the occurrence of any Event of Default, this Note shall immediately and automatically begin to bear interest at
the Default Rate and shall continue thereafter to bear interest at the Default Rate until such Event of Default is waived in writing
by Payee.


 


6.   Post-Judgment
Interest. The
interest rate or rates provided in this Note shall apply to the indebtedness evidenced hereby before, on, and after the date or
dates on which Payee enters judgment on this Note.


 


7.   Prepayments.
The prepayment
of principal on this Note shall be governed by and subject to the provisions of Section 2.8 of the Purchase Agreement, the provisions
of which are incorporated herein by reference thereto as if fully set forth herein.


 


8.   Parent
Guaranty. This
Note is secured by Second Amended and Restated Guaranty and Suretyship of LTN Acquisition, LLC, a Delaware limited liability company
(the “Parent”),
dated the date hereof executed and delivered by the Parent in favor of the Payee, Brookside
Mezzanine Fund II, L.P. and Legg Mason SBIC Mezzanine Fund, L.P.


 




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9.   Default:
Rights, Remedies. Upon
the occurrence of any Event of Default, Payee may exercise any and all rights and remedies set forth in the Loan Documents or otherwise
available under applicable law.


 


10.   Extensions
of Maturity. All
parties to this Note, whether maker, endorser, surety or guarantor, agree that the Maturity Date of this Note, or any payment due
hereunder, may only be extended at any time or from time to time following the written consent of the Payee and such extension
shall not release, discharge or affect the liability of any such party.


 


11.   Unconditional
Obligations. Maker’s
obligations under this Note shall be the absolute and unconditional duty and obligation of Maker and shall be independent of any
rights of set-off, recoupment, or counterclaim which Maker might otherwise have against Payee and Maker shall pay absolutely the
payments of principal, interest, fees, charges and expenses required hereunder and under the Purchase Agreement, free of any deductions
and without abatement, diminution or set-off.


 


12.   Waivers.
Maker
and all endorsers, guarantors and sureties of this Note waive presentment, demand, notice of dishonor, protest, and notice of protest
with regard to this Note.


 


13.   Binding
Effect. The
provisions of this Note shall bind and inure to the benefit of Maker and Payee and their respective successors and permitted assigns.


 


14.   Joint
and Several Obligations.
All references
herein to the “Maker"
shall
be deemed to refer to each and every person defined herein as a “Maker”
individually,
and to all of them, collectively, jointly and severally, as though each were named whenever the term “Maker’"
is used,
and this Note shall be a joint and several obligation of all of them.


 


15.   Waiver
of Jury Trial. Each
Maker (by its execution of this Note) and Payee (by its acceptance of this Note) agree that any suit, action, or proceeding, whether
claim or counterclaim, brought or instituted by or against any Maker or Payee, or any successor or assign of any Maker or Payee,
on or with respect to this Note or which in any way relates, directly or indirectly, to the obligations of any Maker to Payee under
this Note or the Purchase Agreement, or the dealings of the parties with respect thereto, shall be tried only by a court and not
by a jury. EACH MAKER AND PAYEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.



 


16.   Governing
Law; Jurisdiction and Venue.
This Note
and all issues relating to this Note and the rights and obligations of Payee and Maker, as appropriate (including, without limitation,
the validity, construction, interpretation, and enforceability of this Note and its various provisions and consequences and legal
effect of all transactions and events which resulted in the issuance of this Note or which occurred or were to occur as a direct
or indirect result of this Note having been executed) shall be governed by and construed in accordance with the domestic internal
laws of the State of Delaware without regard to its rules pertaining to conflict of laws. Any action which is based, directly or
indirectly, on this Note or any matter in or related to this Note, shall be brought only in the courts of the State of Delaware.
Each of the Payee and the Maker irrevocably waives any objection which it may now or hereinafter have to the laying of the venue
of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court
has been brought in an inconvenient forum.


 




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17.   Amended
and Restated Note.
Each Maker
acknowledges that this Note amends and restates, and supersedes and replaces, in its entirety, that certain 2011 Restated Senior
Subordinated Note dated November 21, 2011, in the original principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00)
executed by the Makers in favor of the Payee, as the same may have been amended from time to time (the “Prior
Note”),
but no novation of the indebtedness outstanding under the Prior Note shall be deemed to have
occurred by virtue of the amendment and restatement of the Prior Note, and none is intended or implied. By its execution hereof,
each Maker hereby confirms and reaffirms its liability or continuing liability, as the case may be, with respect to such indebtedness
under the Prior Note.


 


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left blank].


 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed as an instrument under seal
by its authorized officer the day and year first above written.


 


	 	LTN STAFFING, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer


 


	 	BG STAFFING, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	Its:	Sole Member
	 	 	 	 
	 	 	By:	/s/ L. Allen Baker, Jr.
	 	 	Name:	L. Allen Baker, Jr.
	 	 	Title:	President and Chief Executive Officer


 


	 	BG PERSONNEL SERVICES, LP, a Texas limited partnership
	 	 	 	 	 
	 	By:	BG Staffing, LLC, a Delaware limited liability
    company
	 	Its:	General Partner
	 	 	 	 	 
	 	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	 	Its:	Sole Member
	 	 	 	 	 
	 	 	By:	/s/ L. Allen Baker,
    Jr.
	 	 	Name:	L. Allen Baker, Jr.
	 	 	Title:	President and Chief Executive Officer


 


Signature Page to 2013 Amended and Restated
Brookside Subordinated Note


 




    	 



    	 



    

 


	 	BG PERSONNEL, LP, a Texas limited partnership
	 	 	 	 	 
	 	By:	BG Staffing, LLC, a Delaware limited liability company
	 	Its:	General Partner
	 	 	 	 	 
	 	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	 	Its:	Sole Member
	 	 	 	 	 
	 	 	 	By:	/s/ L. Allen Baker, Jr.
	 	 	 	Name:	L. Alien Baker, Jr.
	 	 	 	Title:	President and Chief Executive Officer


 


	 	B G STAFF SERVICES INC., a Texas corporation
	 	 	 
	 	By:	/s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	(“Makers”)


 


	 	ACCEPTED BY:
	 	 
	 	BROOKSIDE PECKS CAPITAL PARTNERS, L.P.
	 	 	 
	 	By:	Brookside Pecks Management LLC,
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ David D. Buttolph
	 	Name:	David D. Buttolph
	 	Title:	Managing Director
	 	 	 
	 	(“Payee”)


 


Signature Page to 2013 Amended and Restated
Brookside Subordinated Note