Exhibit 10.18


 


SIXTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


AND OTHER LOAN DOCUMENTS


 


This SIXTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made as of the 3rd
day of December, 2012, 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, BG Staffing,
American Partners, Inc., a Rhode Island corporation (“API”), and Thomas Leonard, Justin Franks and Ronald Wnek
(collectively, “API Selling Persons”), have entered into that certain Asset Purchase Agreement dated as of December
3, 2012 (the “API Purchase Agreement”), providing for the purchase by BG Staffing of certain of the assets of
and the assumption by BG Staffing of certain liabilities of API, in accordance with the terms thereof (the “API Purchase
Transaction”); and


 


WHEREAS, Borrowers
have requested that Lender consent to the API Purchase Transaction and 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 which are defined in the Loan Agreement 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:


 


“Applicable
Margin” shall mean the rate per annum added to the LIBOR Rate to determine the Revolving Interest Rate and the Term Interest
Rate as determined by the Senior Funded Indebtedness to EBITDA Ratio of Borrowers for the prior fiscal quarter, effective as of
any Interest Rate Change Date, as set forth below:


 




    	 



    	 



    

  


	Senior Funded

Indebtedness to
 EBITDA Ratio	 	Applicable Margin
 for Revolving Loans	 	 	Applicable Margin
 for Term Loan	 
	>2.50 to 1.00	 	 	3.75	%	 	 	4.50	%
	≤2.50 to 1.00 but >2.25 to 1.00	 	 	3.50	%	 	 	4.25	%
	≤2.25 to 1.00 but >2.00 to 1.00	 	 	3.25	%	 	 	4.00	%
	≤2.00 to 1.00	 	 	3.00	%	 	 	3.75	%



 


“Borrowing
Base Amount” shall mean an amount equal to eighty percent (80%) of the net amount (after deduction of such reserves and
allowances as Lender deems proper and necessary) of all Eligible Accounts.


 


“EBITDA”
shall mean for any period, the consolidated net income of Borrowers, determined in accordance with GAAP consistently applied, plus
(i) Interest Expense for such period, plus (ii) federal and state income taxes of Borrowers for such period, plus
(iii) all depreciation and amortization of capitalized costs for such period, plus (iv) actual closing costs in an amount
not to exceed $500,000 incurred by Borrowers in connection with closing the Extrinsic Purchase Transaction, provided that such
closing costs are verified by Lender and consented to by Lender in its sole discretion, plus (v) actual closing costs in
an amount not to exceed $400,000 incurred by Borrowers in connection with closing the API Purchase Transaction, provided that such
closing costs are verified by Lender and consented to by Lender in its sole discretion.


 


“Earn
Out Payments” shall mean, collectively, (i) those payments made or required to be made by LTN Staffing and BG Staffing
pursuant to Section 1.8 of the Purchase Agreement; provided, however, the maximum amount of Earn Out Payments made shall not exceed
$250,000.00 for each of the first two (2) full consecutive twelve (12) month periods commencing after May 24, 2010, and $500,000.00
in the aggregate, (ii) those payments made or required to be made by LTN Staffing pursuant to Section 1.6 of the JNA Purchase Agreement,
(iii) those payments made or required to be made by BG Staffing pursuant to Section 1.6 of the Extrinsic Purchase Agreement, and
(iv) those payments made or required to be made by BG Staffing pursuant to Section 1.6 of the API Purchase Agreement.


 


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


 




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“Letter
of Credit Maturity Date” shall mean June 15, 2014.


 


“Revolving
Loan Availability” shall mean, at any time, an amount equal to the lesser of (a) the Revolving Loan Commitment minus
the Letter of Credit Obligations, or (b) the Borrowing Base Amount minus the Letter of Credit Obligations.


 


“Revolving
Loan Commitment” shall mean Twelve Million and No/100 Dollars ($12,000,000.00).


 


“Term
Interest Rate” shall mean the LIBOR Rate plus the Applicable Margin.


 


“Term
Loan Commitment” shall mean Seven Million One Hundred Thirty-Five Thousand and No/100 Dollars ($7,135,000.00).


 


(b)          by
inserting the following definitions to Section 1.1 in their respective proper alphabetical order:


 


“API”
shall mean American Partners, Inc., a Rhode Island corporation.


 


“API
Purchase Agreement” shall mean that certain Asset Purchase Agreement dated as of December 3, 2012 by and among BG Staffing,
API and API Selling Persons.


 


“API
Purchase Transaction” shall mean the purchase by BG Staffing of certain of the assets of and the assumption by BG Staffing
of certain liabilities of API, pursuant to the terms of the API Purchase Agreement.


 


“API
Selling Persons” shall mean, collectively, Thomas Leonard, Justin Franks and Ronald Wnek.


 


(c)          by
amending and restating Section 2.2(a) in its entirety to read as follows:


 


(a)          Term
Loan Commitment. Lender has heretofore made to Borrowers a term loan in the principal amount of $6,000,000.00, of which $4,635,000.00
is outstanding as of December 3, 2012 prior to the closing of the transactions contemplated on such date. On December 3, 2012,
the amount of such term loan is being increased such that the amount outstanding as of December 3, 2012 after the closing of the
transactions contemplated on such date is equal to the amount of the Term Loan Commitment. As of December 3, 2012, and after the
closing of the transactions contemplated on such date, the Term Loan in the amount of the Term Loan Commitment (i) shall be deemed
to be an obligation of and indebtedness of Borrowers, jointly and severally, (ii) shall be deemed to be outstanding under this
Agreement, and (iii) shall be subject to all of the terms and conditions stated in this Agreement. The Term Loan may be prepaid
in whole or in part at any time subject to Section 2.2(d), but shall be due in full on the Term Loan Maturity Date, unless
the credit extended under the Term Loan is otherwise accelerated, terminated or extended as provided in this Agreement.


 




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(d)          by
amending and restating Section 2.2(c) in its entirety to read as follows:


 


(c)          Term
Loan Principal Payments. The outstanding principal balance of the Term Loan shall be repaid as follows (i) equal monthly principal
installments each in the amount of One Hundred Ninety-Eight Thousand One Hundred Ninety-Four and 44/100 Dollars ($198,194.44),
together with an additional amount representing accrued and unpaid interest on the principal amount of the Term Loan outstanding
as set forth above, beginning on January 1, 2013 and continuing on the first day of each month thereafter, with a final payment
of all outstanding principal and accrued interest due on the Term Loan Maturity Date. Principal amounts repaid on the Term Note
may not be borrowed again.


 


(e)          by
amending and restating Section 2.2(d) in its entirety to read as follows:


 


(d)          Term
Loan Mandatory Prepayment. Borrowers shall make a prepayment of the outstanding principal amount of the Term Loan until paid
in full upon the occurrence of any of the following events, at the following times and in the following amounts:


 


(i)          Concurrently
with the receipt by any of the Borrowers of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such
Net Cash Proceeds.


 


All such prepayments
shall be applied to the principal balance of the Term Loan and shall not reduce the amounts of future monthly installments.


 


(f)          by
amending and restating Section 9.1(iv) in its entirety to read as follows:


 


(iv)        Subordinated
Debt, consisting of 2007 Subordinated Debt in an outstanding principal amount not to exceed $9,000,000. Such 2007, Subordinated
Debt shall be subject to the terms of the 2007 Subordination Agreement or such other subordination agreement acceptable to Lender
in its sole discretion; and


 


(g)          by
amending and restating Section 10.2 in its entirety to read as follows:


 


10.2         Senior
Funded Indebtedness to EBITDA. As of the end of each fiscal quarter of Borrowers for the four quarter period then ending, Borrowers
shall not permit the Senior Funded Indebtedness to EBITDA Ratio to be greater than the maximum amount set forth below for the corresponding
period set forth below:


 




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	Four Quarters Ended In:	 	 	Maximum Ratio	 
	December 2012	 	 	2.75 to 1.00	 
	March 2013	 	 	2.75 to 1.00	 
	June 2013	 	 	2.50 to 1.00	 
	September 2013	 	 	2.50 to 1.00	 
	December 2013	 	 	2.25 to 1.00	 
	March 2014	 	 	2.25 to 1.00	 
	June 2014 and the end of each quarter ended thereafter	 	 	2.00 to 1.00	 



 


3.           Amendment
to the Revolving Note. That certain Fourth Amended and Restated Revolving Note dated as of November 21, 2011 executed jointly
and severally by Borrowers and made payable to the order of Lender in the maximum principal amount of $5,500,000.00 (the “Existing
Revolving Note”) is hereby replaced with that certain Fifth 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
$12,000,000.00 (the “Fifth Amended and Restated Revolving Note”).  The Fifth Amended
and Restated Revolving Note amends and restates in its entirety the Existing Revolving Note and
evidences a renewal and an increase of the indebtedness evidenced by the Existing Revolving Note.
Nothing contained in the Fifth 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.
References to the “Revolving Note” in the Loan Agreement and the other Loan Documents shall be deemed to mean the Fifth
Amended and Restated Revolving Note.


 


4.           Amendment
to the Term Note. 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 “Existing Term Note”)
is hereby replaced with that certain Fourth 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 $7,135,000.00 (the “Fourth Amended
and Restated Term Note”).  The Fourth Amended and Restated Term Note
amends and restates in its entirety the Existing Term 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 Existing Term
Note. Nothing contained in the Fourth 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. References
to the “Term Note” in the Loan Agreement and the other Loan Documents shall be deemed to mean the Fourth Amended and
Restated 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.           Consent
to API Purchase Transaction. Subject to the terms and conditions hereof, Lender hereby consents to the API Purchase Transaction.
The consent set forth herein shall be effective only in the specific instance and for the specific purpose
set forth herein and shall neither extend to any other violations under, or default of, the Loan Agreement or any of the other
Loan Documents, nor shall this consent prejudice any rights or remedies of Lender under the Loan Agreement or any of the other
Loan Documents with respect to matters not specifically addressed hereby.


 




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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, 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.           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.


 




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


 


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


 


(d)          A
fully-executed copy of the API Purchase Agreement, together with all other agreements, documents or instruments executed or to
be delivered in connection with the API Purchase Transaction, shall have been delivered to Lender, and all of the conditions to
closing the API Purchase Transaction as set forth under the API Purchase Agreement shall have been performed to the satisfaction
of Lender.


 


(e)          That
certain Assignment of Undertakings Under Purchase Agreement, duly authorized and fully executed by BG Staffing and consented to
by API, in form and substance acceptable to Lender, shall have been delivered to Lender.


 


(f)          That
certain Fourth Amendment to Subordination and Intercreditor Agreement dated as of even date herewith, in form and substance acceptable
to Lender, duly authorized and fully executed by each of the 2007 Subordinated Creditors, shall have been delivered to Lender.


 


(g)          A
Capital Contribution Agreement dated as of even date herewith by and among Taglich Private Equity, LLC, Borrowers and Lender, in
form and substance acceptable to Lender, shall have been delivered to Lender.


 


(h)          An
aged schedule of the Accounts of API, listing the name and amount due from each Account Debtor and showing the aggregate amounts
due from (a) 0-30 days, (b) 31-60 days, (c) 61-90 days and (d) more than 90 days, and certified as accurate by API’s treasurer
or chief financial officer, shall have been delivered to Lender.


 


(i)          A
Borrowing Base Certificate which includes the Accounts of API shall have been delivered to Lender.


 


(j)          Evidence
that the 2007 Subordinated Creditors have consented to the API Purchase Transaction, in form and substance acceptable to Lender.


 


(k)          If
required by Lender, Certificates of Insurance with respect to property and liability insurance of Borrowers, showing Lender as
certificate holder, lenders loss payee with respect to property insurance, and showing Lender as certificate holder and additional
insured with respect to liability insurance, together a lender’s loss payable endorsement, shall have been delivered to Lender.


 


(l)          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
since November 21, 2011 and certifying that attached thereto are true, correct and complete copies of the Amended and Restated
Limited Liability Company Agreement of the Company and all amendments thereto, shall have been delivered to Lender.


 




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(m)          Resolutions
shall have been adopted by LTN Staffing’s members authorizing the execution, delivery and performance of this Amendment,
the Fifth Amended and Restated Revolving Note, the Fourth 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 November 21, 2011, shall have been delivered to Lender.


 


(n)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Fifth Amended and Restated Revolving Note, the Fourth Amended and Restated Term Note, the Extrinic Purchase Agreement 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 November 21, 2011, shall have been delivered to Lender.


 


(o)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Fifth Amended and Restated Revolving Note, the Fourth 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 November 21, 2011, shall have been delivered to Lender.


 


(p)          Resolutions
shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the
Fifth Amended and Restated Revolving Note, the Fourth 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 November 21, 2011, shall have been delivered to Lender.


 


(q)          Resolutions
shall have been adopted by B G Staff Services’ Board of Directors authorizing the execution, delivery and performance of
this Amendment, the Fifth Amended and Restated Revolving Note, the Fourth Amended and Restated Term Note and the other documents
to be delivered in connection herewith, and a copy thereof, certified by the duly elected and acting President of B G Staff Services,
together with a certificate of the duly elected and acting President 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 November 21, 2011, shall have
been delivered to Lender.


 




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(r)          (i)
An amendment fee in the amount of $90,000.00, (ii) a note processing fee with respect to the Revolving Loans in the amount of $900.00,
and (ii) a note processing fee with respect to the Term Loan in the amount of $900.00, shall in each case have been paid by Borrowers
to Lender.


 


(s)          Each
of the other conditions of borrowing set forth in Section 3 of the Loan Agreement (including, without limitation, Sections
3.2, 3.3, 3.4 and 3.5) shall have been met to the satisfaction of Lender.


 


(t)          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.


 


10.         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.


 


11.         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.


 




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(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 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 Sixth 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 Borrowers 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 Borrowers and Lender of the above Sixth 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 Fifth Amended and Restated Revolving Note and the Fourth 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 Fifth Amended and Restated Revolving Note, the Fourth 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 Sixth 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 Sixth 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


 




    	 



    	 



    

 


Consent
and ratification OF


SUBORDINATION
AGREEMENT


 


Each of the undersigned
(collectively, “Subordinated Creditors” and each a “Subordinated Creditor”), is a subordinated
creditor to Borrower and entered into that certain Subordination and Intercreditor Agreement dated as of October 17, 2007 by and
among Lender, Subordinated Creditors, and certain Borrowers and/or Guarantor, as amended from time to time (as amended, restated,
modified or supplemented and in effect from time to time, the “Subordination Agreement”). Each Subordinated
Creditor hereby (a) consents to the execution by Borrowers and Lender of the above Sixth Amendment to Loan and Security Agreement
and Other Loan Documents, providing for, among other things, the increase of the Revolving Loan Commitment to $12,000,000 and the
increase to the Term Loan Commitment to $7,135,000; (b) acknowledges that the “Senior Debt” (as defined in the Subordination
Agreement) includes all of the obligations and liabilities owing from time to time by Borrowers to Lender, including, without limitation,
the Obligations (which include the increased Revolving Loans and increased Term Loan); (c) acknowledges that the “Subordinated
Debt” (as defined in the Subordination Agreement) and any liens and security interests of Subordinated Creditors in the Collateral
(as defined in the Subordination Agreement) shall remain subordinate to the “Senior Debt” and the liens and security
interests of Lender in the Collateral; (d) acknowledges that no Subordinated Creditor has any set-off, defense or counterclaim
to the payment or performance of any of the obligations of such Subordinated Creditor under the Subordination Agreement; (e) reaffirms,
assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms and conditions that are
contained in the Subordination Agreement; (f) agrees that all such obligations and liabilities under the Subordination Agreement
shall continue in full force and effect and shall not be discharged, limited, impaired or affected in any manner whatsoever; (g)
represents and warrants that each of the representations and warranties made by such Subordinated Creditor in any of the documents
executed in connection with the Loans remain true and correct as of the date hereof; and (h) represents and warrants that it has
consented to the API Purchase Transaction.


 


	 	SUBORDINATED CREDITORS:
	 	 
	 	LEGG MASON SBIC MEZZANINE FUND, 

L.P., a Delaware limited partnership
	 	 	 	 
	 	By: 	Legg Mason SBIC Mezzanine Fund

Management, LLC
	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/ Andrew L. John
	 	 	Name: 	Andrew L. John
	 	 	Its:	Member


 




    	 



    	 



    

  





	 	
        BROOKSIDE PECKS CAPITAL

        PARTNERS, L.P., a Delaware limited

        partnership

	 	 	 	 
	 	By: 	Brookside Pecks Management, LLC
	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/ Raymond F. Weldon
	 	 	Name: 	Raymond F. Weldon
	 	 	Its:	Managing Director