Exhibit
10.2


 


THIS
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS NOTE MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 





THIRD
AMENDED AND RESTATED 12% SENIOR SECURED NOTE


DUE
OCTOBER 14, 2024 


 


	$9,016,248.71	October 27, 2022



 


FOR
VALUE RECEIVED, the undersigned, STAFFING 360 SOLUTIONS, INC., a Delaware corporation (the “Company”), hereby promises
to pay to Jackson Investment Group, LLC (together with its successors and assigns, the
“Purchaser”), the principal sum of (a) NINE MILLION SIXTEEN THOUSAND TWO HUNDRED
FORTY EIGHT AND 71/100 ($9,016,248.71), plus (b) the entire amount of any and all
Interest (as defined below) that at any time on or after the date hereof is added or deemed added to the principal balance of this Third
Amended and Restated 12% Senior Secured Note (this “Note”) pursuant to the terms hereof and the Purchase Agreement
(as defined below), on October 14, 2024 (or such earlier date upon any acceleration of this Note as provided for herein, the “Maturity
Date”), together with interest (computed on the basis of a 360-day year of twelve 30 day months) on the unpaid balance of this
Note (which principal balance includes, for the avoidance of doubt, any and all Interest that on or after the date hereof is added or
deemed added to the principal amount of this Note) (a) at the rate of twelve percent (12.00%) per annum, accruing from and after the
date of this Note and until the entire principal balance of this Note shall have been repaid in full; provided that in the event that
the Company has not repaid in cash at least fifty percent (50.00%) of the outstanding principal balance of this Note on or before the
First Anniversary, then the interest on the outstanding principal balance of this Note shall continue to accrue at an increased rate
per annum equal to sixteen percent (16.00%) of the outstanding principal balance of the this Note until this Note is repaid in full,
and (b) on and at all times during which the Default Rate applies pursuant to Section 2.2(c) of the Purchase Agreement, to the
extent permitted by law, at a rate per annum equal to five percent (5.00%) in excess of the rate of interest specified in the immediately
preceding clauses (a) or (b).


 


This
Note has been issued by the Company to the Purchaser pursuant to that certain Third Amended and Restated Note Purchase Agreement, dated
as of the date hereof, among the Company, the Subsidiary Guarantors party thereto and the Purchaser (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Purchase Agreement”). Unless otherwise indicated, capitalized
terms used in this Note shall have the respective meanings ascribed to such terms in the Purchase Agreement. All Section references used
herein refer to Sections of the Purchase Agreement.


 


This
Note is being issued in replacement and substitution for that certain (i) Second Amended and Restated Note due September 30, 2022, dated
October 26, 2020 (“Second A&R Note”), previously issued by the Company to the Purchaser pursuant to the Existing
Note Purchase Agreement and (ii) 12% senior secured noted, dated July 21, 2021, previously issued by the Company to the Purchaser pursuant
to the Existing Note Purchase Agreement (the “2021 Note” and together with the Second A&R Note, the “Existing
Notes”). This Note (i) evidences the consolidation on the date hereof of the total outstanding principal balances of the Existing
Notes into the principal balance of this Note, and (ii) amends and restates in the entirety the terms of the Existing Notes. This Note
and the consolidation of the principal amounts of the Existing Notes into this Note on the date hereof, is not intended nor shall be
construed to be a novation, forgiveness or an accord and satisfaction of any of the indebtedness evidenced by the Existing Notes. For
the avoidance of doubt, (i) the entire outstanding principal balance of the Existing Notes, and (ii) all accrued and unpaid interest
on the principal balance of the Existing Notes during the period commencing on the date of the Existing Notes through the date of this
Note, shall in each case be evidenced by this Note and be payable in accordance with the terms hereof and the Purchase Agreement.


 






    	 



    	 



    

 





Payments
of principal, interest and any other amount due with respect to this Note are to be made in lawful money of the United States of America
at the address of the Purchaser as specified in Section 10.1 or at such other place as shall have been designated by the Purchaser
by written notice from the Purchaser to the Company.


 


This
Note has been issued in connection with the Purchase Agreement and the Purchaser is entitled to the benefits thereof, and this Note is
secured by and entitled to the benefits of the Security Documents and is guaranteed by each of the Subsidiary Guarantors pursuant to
the guaranty provided for in Article 4 of the Purchase Agreement.


 


This
Note is a registered Note and, as provided in the Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied
by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount (less any principal amount repaid prior to such transfer in accordance with the Purchase
Agreement) will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the
Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. The transfer or assignment of this Note by the Purchaser
is subject to the provisions of Section 10.5, and so long as no Default or Event of Default exists, the consent of the Company
(which consent shall not be unreasonably withheld, delayed or conditioned).


 


This
Note is subject to (a) optional prepayment, in whole or from time to time in part, without penalty or premium, subject to the notice
and other requirements as provided in Section 2.3(b), and (b) mandatory prepayment to the extent provided in Section 2.3(c).


 





All
accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable on each monthly Interest Payment
Date as provided in Section 2.2 (with the first such monthly payment due on November 1, 2022 to include all accrued and unpaid
interest on this Note from and after the date hereof, together with all unpaid interest under the Existing Notes accrued prior to the
date hereof) and on the Maturity Date. In the event of any conflict between the terms of this Note and Section 2.2 in respect
of the payment of any interest on this Note, the terms of Section 2.2 shall control.


 


If
an Event of Default occurs and is continuing, the principal of this Note and all accrued and unpaid interest on the principal amount
of this Note (including, without limitation, any unpaid Deferred Interest and any accrued interest thereon) may be accelerated and declared
or otherwise become due and payable in the manner and with the effect provided in the Purchase Agreement.


 


THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF
REGARDING CONFLICTS OF LAWS). THE TERMS OF SECTIONS 10.12 AND 10.13 WITH RESPECT TO SUBMISSION TO JURISDICTION, CONSENT
TO SERVICE OF PROCESS, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE COMPANY AGREES
TO SUCH TERMS.


 


In
no event shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest allowed by
Applicable Law and, in the event any such excess payment is made by the Company or received by Purchaser, such excess sum shall be credited
as a payment of principal or, if no principal shall remain outstanding, shall be refunded to the Company. It is the express intent hereof
that Company shall not pay and Purchaser not receive, directly or indirectly or in any manner, interest in excess of that which may be
lawfully paid under Applicable Law.


 


The
Company hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Time is of the essence of this
Note.


 





	 	STaffing
    360 solutions, inc.
	 	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	Chairman
    and Chief Executive Officer