Exhibit
10.2


 


AMENDMENT
NO. 24 TO 


CREDIT
AND SECURITY AGREEMENT 


 


THIS
AMENDMENT NO. 24 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 29th
day of September, 2022, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT
AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA,
LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons
and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower”
and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”),
and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Funding X Trust (as Agent for Lenders,
“Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time
parties to the Credit Agreement referenced below, each as a Lender.


 


RECITALS


 


A.
Borrowers, Agent and Lenders are party to that certain Credit and Security Agreement dated as of April 8, 2015 (as amended by that
certain Amendment No. 1 and Joinder Agreement to Credit and Security Agreement dated as of July 13, 2015, by that certain Amendment No.
2 to Credit and Security Agreement dated as of August 31, 2015, by that certain Overadvance Letter dated October 9, 2015, by that certain
Overadvance Letter dated as of November 20, 2015, by that certain Overadvance Letter dated as of February 8, 2016, by that certain Amendment
No. 3 to Credit and Security Agreement and Limited Waiver dated as of February 8, 2016, by that certain Amendment No. 4 and Joinder Agreement
to Credit and Security Agreement dated as of July 11, 2016, by that certain Amendment No. 5 to Credit and Security Agreement dated as
of September 26, 2016, by that certain Amendment No. 6 to Credit and Security Agreement and Limited Consent dated as of January 26, 2017,
by that certain Amendment No. 7 to Credit and Security Agreement and Limited Consent dated as of June 5, 2017, by that certain Amendment
No. 8 and Joinder Agreement to Credit and Security Agreement and Limited Consent dated as of September 15, 2017, by that certain Amendment
No. 9 to Credit and Security Agreement and Limited Consent dated as of June 6, 2018, by that certain Amendment No. 10 and Joinder Agreement
to Credit and Security Agreement and Limited Consent dated as of August 27, 2018, by that certain Overadvance Letter dated as of January
3, 2019, by that certain Amendment No. 11 to Credit and Security Agreement dated as of February 7, 2019, by that certain Overadvance
Letter dated as of April 1, 2019, by that certain Amendment No. 12 to Credit and Security Agreement dated as of April 1, 2019, by that
certain Overadvance Letter dated as of July 15, 2019, by that certain Amendment No. 13 to Credit and Security Agreement dated as of August
2, 2019, by that certain Amendment No. 14 dated as of August 8, 2020, by that certain Amendment No. 15 dated as of September 7, 2020,
by that certain Amendment No. 16 dated as of October 7, 2020, by that certain Amendment No. 18 to Credit and Security Agreement dated
as of February 8, 2021, by that certain Amendment No. 19 to Credit and Security Agreement dated as of December 23, 2021, by that certain
Amendment No. 20 to Credit and Security Agreement and Limited Consent dated as of April 18, 2022, by that certain Amendment No. 21 to
Credit and Security Agreement dated as of August 30, 2022, by that certain Amendment No. 22 to Credit and Security Agreement dated as
of September 15, 2022, by that certain Amendment No. 23 to Credit and Security Agreement dated as of September 26, 2022, as amended hereby
and as it may be further amended, modified and restated from time to time, the “Credit Agreement”). Capitalized terms
used but not otherwise defined in this Amendment shall have the meanings set forth in the Credit Agreement.


 






    	 



     


    

 


B.
Borrowers have requested that the Agent and the Lenders agree to amend the Credit Agreement to extend the Commitment Expiry Date.


 


C.
Borrowers, Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Parent and Borrowers hereby agree as follows:


 


1.
Recitals. This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part
of this Amendment as if set forth fully in the body of this Amendment.


 


2.
Amendments to Credit Agreement.


 


(a)
Section 1.1 – Definition of Commitment Expiry Date. The defined term “Commitment Expiry Date” in Section 1.1
of the Credit Agreement is hereby amended and restated, respectively, in its entirety as follows:


 


“Commitment
Expiry Date” means October 13, 2022.


 


3.
Confirmation of Representations and Warranties; Reaffirmation of Security Interest.


 


(a)
Each Borrower hereby confirms that all of the representations and warranties set forth in Article 3 of the Credit Agreement are true
and correct in all material respects with respect to such Borrower as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, and covenants to perform its respective obligations under the Credit Agreement. To
induce Agent and Lender to enter into this Agreement, Borrowers and Parent further represent and warrant that:


 


(i)
no Default or Event of Default has occurred or is continuing as of the date hereof, which has not been waived in writing by the Agent;


 


(ii)
as of the date hereof and, immediately after giving effect to this Amendment and the transactions contemplated hereby, the representations
and warranties of Borrowers contained in the Financing Documents are true and correct in all material respects (or if any representation
or warranty is qualified with respect to materiality, in all respects) on and as of the date hereof to the same extent as though made
on and as of such date except to the extent such representations and warranties specifically relate to an earlier date; and


 






    	 



     


    

 


(iii)
the execution, delivery and performance by Borrowers and Parent of this Amendment are within each of its corporate powers and have been
duly authorized by all necessary corporate action, and this Amendment is the legal, valid and binding obligation of Borrowers and Parent
enforceable against Borrowers and Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency
or other similar laws relating to the enforcement of creditors’ rights generally and by equitable principles, and neither the execution,
delivery or performance by Borrowers and Parent of this Agreement (A) violates any Law, or any other rule or decree of any Governmental
Authority, (B) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrowers or Parent is a party or
by which Borrowers or Parent or any of its property is bound, except for such conflicts, breaches, terminations, defaults or accelerations
that would not reasonably be expected to have a Material Adverse Effect, (C) results in the creation or imposition of any Lien upon any
of the Collateral, (D) violates or conflicts with the by-laws or other organizational documents of Borrowers and Parent, or (E) requires
the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.


 


(b)
Each Borrower and Parent confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect,
and all Collateral remains free and clear of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended
to impair or limit the validity, priority or extent of Agent’s security interests in and Liens on the Collateral. For the avoidance
of any doubt, the Collateral secures repayment of the Obligations and the Affiliated Obligations, and in furtherance thereof, Borrowers
and Parent hereby reaffirm the grant to Agent, for the benefit of itself and Lenders, of a continuing first priority Lien (subject to
Permitted Liens) on and security interest in all of the Collateral as security for the payment and performance of the Obligations, and
for the payment and performance of all obligations under the Affiliated Financing Documents.


 


4.
Enforceability.  This Amendment constitutes the legal, valid and binding obligation of each Borrower and Parent, and is enforceable
against each Borrower and Parent in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency
or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.


 


5.
Costs and Fees. Borrowers shall be responsible for the payment of all reasonable costs and fees of Agent’s counsel incurred
in connection with the preparation of this Amendment and any related documents. If Agent or any Lender uses in-house counsel for any
of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that
would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed. Borrowers hereby authorize
Agent to deduct all of such fees set forth in this Section 7 from the proceeds of one or more Revolving Loans made under the Credit Agreement.


 


6.
Reaffirmation of Security Interest. Each of the Borrowers and Parent confirms and agrees that: (i) all security interests
and liens granted to Agent continue in full force and effect, and (ii) all Collateral remains free and clear of any liens other than
liens in favor of Agent and Permitted Encumbrances. Nothing herein contained is intended to impair or limit the validity, priority and
extent of Agent’s security interest in and liens upon the Collateral.


 






    	 



     


    

 


7.
Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions
has been satisfied (the “Effective Date”):


 


(a)
Amendment. Borrowers and Parent shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Credit
Party; 


 


(b)
Amendment to JIG Note Purchase Agreement and Note. Borrowers and Parent shall have delivered to Agent a duly executed copy of
an amendment to the JIG Note Purchase Agreement and the Amended and Restated Senior Secured 12% Promissory Note issued in connection
therewith, in form and substance satisfactory to the Agent, extending the scheduled maturity date thereof to no earlier than October
14, 2022;


 


(c)
Representations and Warranties. All representations and warranties of Borrowers contained herein shall be true and correct in
all material respects as of the Effective Date except to the extent such representations and warranties specifically relate to an earlier
date (and such parties’ delivery of their respective signatures hereto shall be deemed to be their certification thereof); and


 


(d)
Fees and Expenses. Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent’s
reasonable out-of-pocket legal fees and expenses.


 


8.
Release. Each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and
on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns,
and each of their respective current and former directors, officers, shareholders, agents, and employees (collectively, “Releasing
Parties”), does hereby fully and completely release, acquit and forever discharge each Indemnitee (as defined in the Credit
Agreement) of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs,
expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or
contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnitees (or any of them),
that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. “Prior
Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether
known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any
of the terms of this Amendment or any other Financing Document, (b) any actions, transactions, matters or circumstances related hereto
or thereto, (c) the conduct of the relationship between any Indemnitee and any Borrower, or (d) any other actions or inactions by any
Indemnitee, all on or prior to the Effective Date. Each Borrower acknowledges that the foregoing release is a material inducement to
Agent’s and Lender’s decision to enter into this Amendment and to agree to the modifications contemplated hereunder.


 






    	 



     


    

 


9.
No Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents,
instruments and agreements executed or delivered in connection with any of the foregoing, except as set forth above. Nothing herein is
intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Agreement or other Financing
Documents or any of Agent’s rights and remedies in respect of such Defaults or Events of Default. This Amendment (together with
any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.


 


10.
Affirmation. Except as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Financing Documents
(and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed
in all respects by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit
Agreement (as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions
or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment
to such terms, covenants and conditions.


 


11.
Miscellaneous.


 


(a)
Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall
mean and be a reference to the Credit Agreement, as amended by this Amendment. Except as specifically amended above, the Credit Agreement,
and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect,
and are hereby ratified and confirmed in all respects by Borrowers.


 


(b)
Incorporation of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing
Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference
to the same extent as if reproduced herein in their entirety.


 


(c)
Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.


 


(d)
Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic
version (e.g., .pdf or .tif file) of an executed signature page shall be treated as delivery of an original and shall bind the parties
hereto. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersede any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof.


 


[SIGNATURES
APPEAR ON FOLLOWING PAGES]


 






    	 



     


    

 


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


 


	AGENT:	MIDCAP FUNDING
    IV TRUST
	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its general partner
	 
	 	By:	/s/
    Maurice Amsellem (SEAL)
	 	Name:	Maurice Amsellem
	 	Title:	Authorized Signatory
	 
	LENDER:	MIDCAP FUNDING
    IV TRUST
	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its general partner
	 
	 	By:	/s/
    Maurice Amsellem (SEAL)
	 	Name:	Maurice Amsellem
	 	Title:	Authorized Signatory




 





Signature
Page to


Amendment
No. 24 to Credit and Security Agreement

 






    	 



     


    

 





	BORROWERS:	 	MONROE
    STAFFING SERVICES, LLC,
	 	 	a
    Delaware limited liability company
	 	 	 
	 	 	By:	/s/
    Brendan Flood (Seal)
	 	 	Name:
    	Brendan
    Flood
	 	 	Title:	Chairman
    and Chief Executive Officer
	 	 	 
	LIGHTHOUSE
    PLACEMENT SERVICES, INC.,	 	FARO
    RECRUITMENT AMERICA, INC.,
	a
    Massachusetts corporation	 	a
    New York corporation
	 	 	 
	By:
    	/s/
    Brendan Flood (Seal)	 	By:
    	/s/
    Brendan Flood (Seal)
	Name:	Brendan
    Flood	 	Name:
    	Brendan
    Flood
	Title:
    	Chairman
    and Chief Executive Officer	 	Title:
    	Chairman
    and Chief Executive Officer
	 	 	 
	STAFFING
    360 GEORGIA, LLC,	 	KEY
    RESOURCES, INC.,
	a
    Georgia limited liability company	 	a
    North Carolina corporation
	 	 	 
	By:
    	/s/
    Brendan Flood (Seal)	 	By:	/s/
    Brendan Flood (Seal)
	Name:	Brendan
    Flood	 	Name:	Brendan
    Flood
	Title:
    	Chairman
    and Chief Executive Officer	 	Title:
    	Chairman
    and Chief Executive Officer
	 	 	 
	PARENT:	 	STAFFING
    360 SOLUTIONS, INC.,
	 	 	a
    Delaware corporation
	 	 	 
	 	 	By:
    	/s/
    Brendan Flood (Seal)
	 	 	Name:
    	Brendan
    Flood
	 	 	Title:	Chairman
    and Chief Executive Officer


 





Signature
Page to


Amendment
No. 24 to Credit and Security Agreement