Exhibit 10.14


 


SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


AND OTHER LOAN DOCUMENTS


 


This SECOND AMENDMENT
TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 15th day of June,
2011, by and among 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”),
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”),
and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (“Lender”).


 


WITNESSETH:


 


WHEREAS, Borrowers
and Lender are parties to that certain Loan and Security Agreement dated as of May 24, 2010, as amended from time to time (as amended,
and as it may be further amended, restated, modified or supplemented and in effect from time to time, the “Loan Agreement”);
and


 


WHEREAS, Borrowers
have requested that Lender amend the Loan Agreement and the other Loan Documents in certain respects, and Lender is agreeable to
such request, on and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


1.           Definitions.
Capitalized terms used herein and not otherwise defined herein are used with the meanings given such terms in the Loan Agreement.


 


2.           Amendments
to Loan Agreement. The Loan Agreement is hereby amended as follows:


 


(a)          by
amending and restating each of the following definitions in Section 1.1 as follows:


 


“Letter
of Credit Commitment” shall mean, at any time, an amount equal to One Hundred Seventy-Five Thousand and No/100 Dollars
($175,000.00)


 


“Letter
of Credit Maturity Date” shall mean June 15, 2012, except as such date may be extended by Lender in its sole discretion.


  




    	 



    	 



    

 


“Revolving
Loan Maturity Date” shall mean October 15, 2011, unless extended by Lender pursuant to any modification, extension or
renewal note executed by Borrowers and accepted by Lender in its sole and absolute discretion in substitution for the Revolving
Note.


 


“Term
Loan Maturity Date” shall mean October 15, 2011, unless extended by Lender pursuant to any modification, extension or
renewal note executed by Borrowers and accepted by Lender in its sole and absolute discretion in substitution for the Term Note.


 


3.           Amendment
to the Revolving Note. That certain Amended and Restated Revolving Note dated as of December 13, 2010 executed jointly and
severally by Borrowers and made payable to the order of Lender in the maximum principal amount of $4,500,000.00 (the “Existing
Revolving Note”) is hereby replaced with that certain Second Amended and Restated Revolving Note dated as of even date
herewith executed jointly and severally by Borrowers and made payable to the order of Lender in the maximum principal amount of
$4,500,000.00 (the “Second Amended and Restated Revolving Note”).  The Second Amended
and Restated Revolving Note amends and restates in its entirety the Existing Revolving Note and
evidences a renewal of the indebtedness evidenced by the Existing Revolving Note. Nothing contained
in the Second Amended and Restated Revolving Note shall be deemed to be payment and satisfaction
or a novation of the indebtedness evidenced by the Existing Revolving Note. 


 


4.           Amendment
to the Term Note. That certain Term Note dated as of May 24, 2010 executed jointly and severally by Borrowers and made payable
to the order of Lender in the original principal amount of $5,540,000.00 (the “Existing Term Note”) is hereby
replaced with that certain Amended and Restated Term Note dated as of even date herewith executed jointly and severally by Borrowers
and made payable to the order of Lender in the principal amount of $4,352,000.00 (the “Amended and Restated Term Note”).
 The Amended and Restated Term Note amends and restates in its entirety
the Existing Term Note and evidences the current outstanding principal balance as of the date
hereof of the indebtedness evidenced by the Existing Term Note. Nothing contained in the Amended and Restated Term Note
shall be deemed to be payment and satisfaction or a novation of the indebtedness evidenced by the Existing Term Note.



 


5.           Amendment
to the Other Loan Documents. The other Loan Documents are hereby amended to the extent necessary to be consistent with the
foregoing amendments to the Loan Agreement, the Revolving Note and the Term Note.


 


6.           Subordinated
Debt Payments. Notwithstanding anything to the contrary contained in the Loan Agreement, any of the other Loan Documents, any
of the 2007 Subordinated Loan Documents, any of the 2009 Subordinated Loan Documents or any of the 2010 Subordinated Loan Documents,
each Borrower hereby covenants and agrees that it shall not make any payments on any of the Subordinated Debt nor any payment of
management fees or similar fees to any Person, including, without limitation, any of the Subordinated Debt under the 2007 Subordinated
Loan Documents owing to the 2007 Subordinated Creditors, any of the Subordinated Debt under the 2009 Subordinated Loan Documents
owing to the 2009 Subordinated Creditors, and any of the Subordinated Debt under the 2010 Subordinated Loan Documents owing to
the 2010 Subordinated Creditors, at any time prior to October 16, 2011.


 




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7.           Reaffirmation
and Confirmation of Security Interests. Each Borrower hereby confirms to Lender that such Borrower has granted to Lender a
security interest in or Lien upon substantially all of the property of such Borrower, including, without limitation, the Collateral,
to secure the Obligations. Each Borrower hereby reaffirms its grant of such security interest and Lien to Lender for such purpose
in all respects.


 


In addition to the
foregoing:


 


(a)          LTN
Staffing hereby confirms to Lender that LTN Staffing has granted to Lender a security interest in or Lien upon the Pledged Collateral
(as defined in that certain Membership Interests Security Agreement dated as of May 24, 2010 by and between LTN Staffing and Lender
(as amended, restated, modified or supplemented and in effect from time to time, the “LTN Staffing Membership Interests
Security Agreement”)), to secure the Liabilities (as defined in the LTN Staffing Membership Interests Security Agreement),
under and pursuant to the LTN Staffing Membership Interests Security Agreement. LTN Staffing hereby expressly agrees that the Lien
on the Pledged Collateral shall secure all of the Liabilities (as defined in the LTN Staffing Membership Interests Security Agreement),
including, without limitation, the Loans, and hereby reaffirms its grant of such security interest and Lien to Lender for such
purpose in all respects.


 


(b)          LTN
Staffing hereby confirms to Lender that LTN Staffing has granted to Lender a security interest in or Lien upon the Pledged Collateral
(as defined in that certain Partnership Interests Security Agreement dated as of May 24, 2010 by and between LTN Staffing and Lender
(as amended, restated, modified or supplemented and in effect from time to time, the “LTN Staffing Partnership Interests
Security Agreement”)), to secure the Liabilities (as defined in the LTN Staffing Partnership Interests Security Agreement),
under and pursuant to the LTN Staffing Partnership Interests Security Agreement. LTN Staffing hereby expressly agrees that the
Lien on the Pledged Collateral shall secure all of the Liabilities (as defined in the LTN Staffing Partnership Interests Security
Agreement), including, without limitation, the Loans, and hereby reaffirms its grant of such security interest and Lien to Lender
for such purpose in all respects.


 


(c)          BG
Staffing hereby confirms to Lender that BG Staffing has granted to Lender a security interest in or Lien upon the Pledged Collateral
(as defined in that certain Partnership Interests Security Agreement dated as of May 24, 2010 by and between BG Staffing and Lender
(as amended, restated, modified or supplemented and in effect from time to time, the “BG Staffing Partnership Interests
Security Agreement”)), to secure the Liabilities (as defined in the BG Staffing Partnership Interests Security Agreement),
under and pursuant to the BG Staffing Partnership Interests Security Agreement. LTN Staffing hereby expressly agrees that the Lien
on the Pledged Collateral shall secure all of the Liabilities (as defined in the BG Staffing Partnership Interests Security Agreement),
including, without limitation, the Loans, and hereby reaffirms its grant of such security interest and Lien to Lender for such
purpose in all respects.


 




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(d)          LTN
Staffing hereby confirms to Lender that LTN Staffing has granted to Lender a security interest in or Lien upon the Pledged Collateral
(as defined in that certain Securities Pledge Agreement dated as of May 24, 2010 by and between LTN Staffing and Lender (as amended,
restated, modified or supplemented and in effect from time to time, the “LTN Staffing Securities Pledge Agreement”)),
to secure the Liabilities (as defined in the LTN Staffing Securities Pledge Agreement), under and pursuant to the LTN Staffing
Securities Pledge Agreement. LTN Staffing hereby expressly agrees that the Lien on the Pledged Collateral shall secure all of the
Liabilities (as defined in the LTN Staffing Securities Pledge Agreement), including, without limitation, the Loans, and hereby
reaffirms its grant of such security interest and Lien to Lender for such purpose in all respects.


 


8.           Representations
and Warranties. Each Borrower hereby represents, warrants and covenants to Lender that:


 


(a)          Authorization.
Each Borrower is duly authorized to execute and deliver this Amendment and all deliveries required hereunder, and is and will continue
to be duly authorized to borrow monies under the Loan Agreement, as amended hereby, and to perform its obligations under the Loan
Agreement and the other Loan Documents.


 


(b)          No
Conflicts. The execution and delivery of this Amendment and all deliveries required hereunder, and the performance by each
Borrower of its obligations under the Loan Agreement and the other Loan Documents do not and will not conflict with any provision
of law or of the charter or by-laws, operating agreement or partnership agreement of any Borrower or of any agreement binding upon
any Borrower.


 


(c)          Validity
and Binding Effect. This Amendment, the Loan Agreement and the other Loan Documents are a legal, valid and binding obligation
of each Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability may be
limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights
or by general principles of equity limiting the availability of equitable remedies.


 


(d)          No
Events of Default. As of the date hereof, other than the Event of Default occurring by reason of Borrowers’ failure to
make timely payments under Section 2.10 of the Loan Agreement and as set forth in that certain letter dated April 15, 2011 from
Lender to Borrowers (the “Existing Default”), no default or Event of Default under the Loan Agreement or any
of the other Loan Documents has occurred or is continuing.


 


(e)          Warranties.
As of the date hereof, the representations and warranties in the Loan Agreement and the other Loan Documents are true and correct
as though made on such date, except where a different date is specifically indicated.


 


9.           Waiver
of Existing Default. Subsequent to the occurrence of the Existing Default, Borrowers made payments to Lender in the amount
equal to the missed payments under Section 2.10 of the Loan Agreement. Accordingly, Lender hereby waives the Existing Default.
This waiver shall be narrowly construed and shall neither extend to any other existing or future violations under, or default of,
the Loan Agreement, including but not limited to, any violation of Section 2.10 at any future time, nor shall this waiver prejudice
any rights or remedies which Lender may have or be entitled to with respect to such future violations or defaults.


 




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10.         Conditions
to Effectiveness. This Amendment shall be deemed to be effective as of the date hereof (the “Amendment Effective Date”),
and the effectiveness of this Amendment shall be subject to, the satisfaction of all of the following conditions:


 


(a)          This
Amendment, duly authorized and fully executed by each Borrower and Lender, and the Consent and Ratification of Guaranty and the
Consent and Ratification of Membership Interests Security Agreement, each attached hereto and made a part hereof, each duly authorized
and fully executed by the parties thereto, shall have been delivered to Lender.


 


(b)          The
Second Amended and Restated Revolving Note, duly authorized and fully executed by each Borrower, shall have been delivered to Lender.


 


(c)          The
Amended and Restated Term Note, duly authorized and fully executed by each Borrower, shall have been delivered to Lender.


 


(d)          That
certain Omnibus Consent and Ratification of Subordination and Intercreditor Agreements dated as of even date herewith, duly authorized
and fully executed by each of the 2007 Subordinated Creditors, shall have been delivered to Lender.


 


(e)          That
certain Consent dated as of even date herewith, in form and substance acceptable to Lender, duly executed by each of the 2007 Subordinated
Creditors, shall have been delivered to Lender.


 


(f)          Resolutions
shall have been adopted by Guarantor’s board of managers authorizing the execution, delivery and performance of the Consents
and Ratifications to this Amendment, and a copy thereof, certified by a manager of Guarantor, together with a certificate of a
manager of Guarantor stating that there have been no amendments, modifications or changes to Guarantor’s Certificate of Formation
or Limited Liability Company Agreement since December 13, 2010, shall have been delivered to Lender.


 


(g)          Resolutions
shall have been adopted by LTN Staffing’s members authorizing the execution, delivery and performance of this Amendment,
the Second Amended and Restated Revolving Note, the Amended and Restated Term Note and the other documents to be delivered in connection
herewith, and a copy thereof, certified by a member of LTN Staffing, together with a certificate of a member of LTN Staffing stating
that there have been no amendments, modifications or changes to LTN Staffing’s Certificate of Formation or Limited Liability
Company Agreement since December 13, 2010, shall have been delivered to Lender.


 


(h)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Second Amended and Restated Revolving Note, the Amended and Restated Term Note and the other documents to be delivered in connection
herewith, and a copy thereof, certified by a member of BG Staffing, together with a certificate of a member of BG Staffing stating
that there have been no amendments, modifications or changes to BG Staffing’s Certificate of Formation or Limited Liability
Company Agreement since December 13, 2010, shall have been delivered to Lender.


 




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(i)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Second Amended and Restated Revolving Note, the Amended and Restated Term Note and the other documents to be delivered in connection
herewith, on behalf of and as the general partner of BG Personnel Services, certified by a member of BG Staffing, together with
a certificate of a member of BG Staffing stating that there have been no amendments, modifications or changes to BG Personnel Services’
Certificate of Limited Partnership or Limited Partnership Agreement, or to BG Staffing’s Certificate of Formation or Limited
Liability Company Agreement, in each case since December 13, 2010, shall have been delivered to Lender.


 


(j)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Second Amended and Restated Revolving Note, the Amended and Restated Term Note and the other documents to be delivered in connection
herewith, on behalf of and as the general partner of BG Personnel, certified by a member of BG Staffing, together with a certificate
of a member of BG Staffing stating that there have been no amendments, modifications or changes to BG Personnel’s Certificate
of Limited Partnership or Limited Partnership Agreement, or to BG Staffing’s Certificate of Formation or Limited Liability
Company Agreement, in each case since December 13, 2010, shall have been delivered to Lender.


 


(k)          Resolutions
shall have been adopted by B G Staff Services’ Board of Directors authorizing the execution, delivery and performance of
this Amendment, the Second Amended and Restated Revolving Note, the Amended and Restated Term Note and the other documents to be
delivered in connection herewith, and a copy thereof, certified by the corporate secretary of B G Staff Services, together with
a certificate of the corporate secretary of B G Staff Services stating that there have been no amendments, modifications or changes
to B G Staff Services’ Articles of Incorporation or By-Laws since December 13, 2010, shall have been delivered to Lender.


 


(l)          Such
other documents, instruments or agreements as Lender may reasonably request in order to effectuate fully the transactions contemplated
herein shall have been duly executed and delivered to Lender.


 


11.         Condition
Subsequent After Amendment Effective Date. Notwithstanding any other provision of this Amendment or the Loan Agreement to the
contrary, the obligation of Lender to continue to disburse, make or continue all or any portion of the Loans (or otherwise extend
credit under the Loan Agreement) is subject to the fulfillment, on or before the date applicable thereto, of the condition subsequent
set forth below (the failure of Borrowers to so perform or cause to be performed by such date constituting an Event of Default):


 


(a)          on
or before July 1, 2011, the duly authorized and fully executed original signature pages for each of the 2009 Subordinated Creditors
and each of the 2010 Subordinated Creditors to that certain Omnibus Consent and Ratification of Subordination and Intercreditor
Agreements, shall have been delivered to Lender.


 


12.         Costs
and Expenses. Borrowers shall jointly and severally pay all costs and expenses in connection with the preparation of this Amendment
and other related loan documents, including, without limitation, reasonable attorneys’ fees.


 




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13.         Miscellaneous.


 


(a)          Captions.
Section captions and headings used in this Amendment are for convenience only and are not part of and shall not affect the construction
of this Amendment.


 


(b)          Governing
Law. This Amendment shall be a contract made under and governed by the laws of the State of Illinois, without regard to conflict
of laws principles. Whenever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.


 


(c)          Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall
together constitute but one and the same document.


 


(d)          Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


(e)          References.
From and after the Amendment Effective Date, any reference to the Loan Agreement or the other Loan Documents contained in any notice,
request, certificate or other instrument, document or agreement executed concurrently with or after the execution and delivery
of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.


 


(f)          Continued
Effectiveness. Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not serve
to effect a novation as to the Loan Agreement. The parties hereto expressly do not intend to extinguish the Loan Agreement. Instead,
it is the express intention of the parties hereto to reaffirm the indebtedness created under the Loan Agreement which is evidenced
by the Amended and Restated Revolving Note provided for therein and secured by the Collateral. The Loan Agreement and each of the
other Loan Documents, except as modified hereby, remain in full force and effect and are hereby reaffirmed in all respects.


 


(g)          Customer
Identification - USA Patriot Act Notice; OFAC and Bank Secrecy Act. Lender hereby notifies each Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”),
and Lender’s policies and practices, Lender is required to obtain, verify and record certain information and documentation
that identifies such Borrower, which information includes the name and address of such Borrower and such other information that
will allow Lender to identify such Borrower in accordance with the Act. In addition, each Borrower shall (a) ensure that no person
who owns a controlling interest in or otherwise controls such Borrower or any subsidiary of such Borrower is or shall be listed
on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets
Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit
the use of the proceeds of the Loan to violate any of the foreign asset control regulations of OFAC or any enabling statute or
Executive Order relating thereto, and (c) comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy
Act (“BSA”) laws and regulations, as amended.


  


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


 




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IN WITNESS WHEREOF,
the parties have executed this Second Amendment to Loan and Security Agreement and Other Loan Documents as of the date first set
forth above.


 


	 	BORROWERS:
	 	 
	 	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


 




    	 



    	 



    

 


	 	LENDER:
	 	 
	 	FIFTH THIRD BANK, an Ohio banking

corporation, successor by merger with Fifth

Third Bank, a Michigan banking corporation
	 	 	 
	 	By:	/s/ Ingrid H. Deroubaix
	 	Name: 	Ingrid H. Deroubaix
	 	Title:	Vice President


 




    	 



    	 



    

 


Consent
and ratification OF GUARANTY


 


The undersigned (“Guarantor”)
is a guarantor of Borrower to Lender under the terms of that certain Continuing Unconditional Guaranty dated as of May 24, 2010
made by Guarantor in favor of Lender (as amended, restated, modified or supplemented and in effect from time to time, the “Guaranty”).
Guarantor hereby expressly: (a) consents to the execution by Borrower and Lender of the above Second Amendment to Loan and Security
Agreement and Other Loan Documents; (b) acknowledges that “Borrowers’ Liabilities” (as defined in the Guaranty)
includes all of the obligations and liabilities owing from time to time by Borrowers to Lender, including, but not limited to,
the obligations and liabilities of Borrowers to Lender under the Second Amended and Restated Revolving Note and the Amended and
Restated Term Note, each as modified, extended and/or replaced from time to time, and any other Notes (as defined in the Loan Agreement);
(c) acknowledges that Guarantor does not have any set-off, defense or counterclaim to the payment or performance of any of the
obligations of Borrowers under the Second Amended and Restated Revolving Note, the Amended and Restated Term Note or any of the
other Loan Documents or Guarantor under the Guaranty; (d) reaffirms, assumes and binds itself in all respects to all of the obligations,
liabilities, duties, covenants, terms and conditions that are contained in the Guaranty; (e) agrees that all such obligations and
liabilities under the Guaranty shall continue in full force and that the execution and delivery of the above Second Amendment to
Loan and Security Agreement and Other Loan Documents to, and its acceptance by, Lender shall not in any manner whatsoever (i) impair
or affect the liability of Guarantor to Lender under the Guaranty, (ii) prejudice, waive, or be construed to impair, affect, prejudice
or waive the rights and abilities of Lender at law, in equity or by statute, against Guarantor pursuant to the Guaranty, and/or
(iii) release or discharge, nor be construed to release or discharge, any of the obligations and liabilities owing to Lender by
Guarantor under the Guaranty; and (f) represents and warrants that each of the representations and warranties made by Guarantor
in any of the documents executed in connection with the Loans remain true and correct as of the date hereof.


 


	 	LTN ACQUISITION, LLC, a Delaware limited

liability company
	 	 	 
	 	By:	/s/ L. Allen Baker, Jr.
	 	Name: 	L. Allen Baker, Jr.
	 	Title:	Manager and Authorized Person


 




    	 



    	 



    

 


Consent
and ratification OF


MEMBERSHIP
INTERESTS SECURITY AGREEMENT


 


The undersigned (“Grantor”)
is a grantor under the terms of that certain Membership Interests Security Agreement dated as of May 24, 2010 by and between Grantor
and Lender (as amended, restated, modified or supplemented and in effect from time to time, the “LTN Acquisition Membership
Interests Security Agreement”). Grantor hereby consents to the above Second Amendment to Loan and Security Agreement
and Other Loan Documents and hereby confirms that Grantor has granted to Lender a security interest in the Pledged Collateral (as
defined in the LTN Acquisition Membership Interests Security Agreement) to secure the Liabilities (as defined in the Membership
Interests Security Agreement), under and pursuant to the LTN Acquisition Membership Interests Security Agreement.  The undersigned
hereby expressly agrees that the Liens on the Pledged Collateral shall secure all of the Liabilities (as defined in the LTN Acquisition
Membership Interests Security Agreement), including, without limitation, the Loans, and hereby reaffirms its grant of such security
interests and Liens to Lender for such purpose in all respects.


 


	 	LTN ACQUISITION, LLC, a Delaware limited
	 	liability company
	 	 	 
	 	By:	/s/ L. Allen Baker, Jr.
	 	Name: 	L. Allen Baker, Jr.
	 	Title:	Manager and Authorized Person