Exhibit 10.21


 


FOURTH AMENDED AND RESTATED TERM NOTE


 


	 	No. 0905696662-34
	$7,135,000.00	Dated: as of December 3, 2012
	Chicago, Illinois	Due Date: November 21, 2014


 


FOR VALUE RECEIVED,
LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), whose address is 14900 Landmark Boulevard,
Suite 300, Dallas, Texas 75254, BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), whose
address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG
Personnel Services”), whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, BG PERSONNEL, LP, a
Texas limited partnership (“BG Personnel”), whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas
75254, and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing,
BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”),
whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, JOINTLY AND SEVERALLY, promise to pay to the order of
FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (hereinafter,
together with any holder hereof, “Lender”), whose address is 222 South Riverside Plaza, 32nd Floor, Chicago,
Illinois 60606, on or before November 21, 2014 (the “Term Loan Maturity Date”), the principal sum of SEVEN MILLION
ONE HUNDRED THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($7,135,000.00), which amount is the principal amount outstanding of the Term
Loan made by Lender to Borrowers under and pursuant to that certain Loan and Security Agreement dated as of May 24, 2010 by and
among Borrowers and Lender, as amended from time to time (as amended, restated, modified or supplemented and in effect from time
to time, the “Loan Agreement”), together with interest (computed on the actual number of days elapsed on the
basis of a 360 day year) on the principal amount of the Term Loan outstanding from time to time as provided in the Loan Agreement.
Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement.


 


The outstanding principal
of this Fourth Amended and Restated Term Note (this “Note”), and all accrued interest thereon, shall be payable
as provided in the Loan Agreement, and the outstanding principal balance of this Note, and all accrued and unpaid interest thereon,
shall be due and payable in full on the Term Loan Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement.


 


This Note evidences
the Term Loan incurred by Borrowers under and pursuant to the Loan Agreement, to which reference is hereby made for a statement
of the terms and conditions under which the Term Loan Maturity Date or any payment hereon may be accelerated. The holder of this
Note is entitled to all of the benefits and security provided for in the Loan Agreement.


 


Principal and interest
shall be paid to Lender at its address set forth above, or at such other place as the holder of this Note shall designate in writing
to Borrowers. The Term Loan made by Lender, and all payments on account of the principal and interest thereof shall be recorded
on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified
by an officer of Lender, shall be rebuttably presumptive evidence of the principal amount owing hereunder.


 




    	 



    	 



    

 


Except for such notices
as may be required under the terms of the Loan Agreement, each Borrower waives presentment, demand, notice, protest, and all other
demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents
to any extension or postponement of the time of payment or any other indulgence.


 


The Term Loan evidenced
hereby has been made and this Note has been delivered at Lender’s main office set forth above. This Note shall be governed
and construed in accordance with the laws of the State of Illinois, in which state it shall be performed, and shall be binding
upon each Borrower, and such Borrower’s legal representatives, successors, and assigns. Wherever possible, each provision
of the Loan Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of the Loan Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be
severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of
the Loan Agreement or this Note. The terms “Borrower” and “Borrowers” as used herein shall mean all parties
signing this Note, and each one of them, and all such parties, their respective successors and assigns, shall be jointly and severally
obligated hereunder.


 


This
Note constitutes a renewal and restatement of, and replacement and substitution for, that certain Third Amended and Restated Term
Note dated as of November 21, 2011 executed jointly and severally by Borrowers and made payable to the order of Lender in
the principal amount of $6,000,000.00 (the
“Prior Note”), and evidences a renewal and an increase of, as well as the current outstanding principal
balance as of the date hereof of, the indebtedness evidenced by
the Prior Note. The indebtedness evidenced by the Prior Note is continuing
indebtedness evidenced hereby, and nothing herein shall be deemed to constitute a payment, settlement or novation of the Prior
Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights
of Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.


 


[Remainder
of page intentionally left blank; signature pages follow]


 




    	-2-



    	 



    

 


IN WITNESS WHEREOF,
Borrowers have executed this Fourth Amended and Restated Term Note as of the date set forth above.


 


	 	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


 




    	 



    	 



    

 


	 	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. Allen 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