Exhibit
10.3


 


OMNIBUS
AMENDMENT AND REAFFIRMATION AGREEMENT


 


THIS
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of October 27, 2022, is by and among
Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), Faro Recruitment America, Inc., a New
York corporation (“Faro”), Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”),
Lighthouse Placement Services, Inc., a Massachusetts corporation (“Lighthouse”), Key Resources, Inc., a North
Carolina corporation (“Key Resources”; together with each of Faro, Monroe and Lighthouse referred to herein
collectively as the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Company are referred to herein
collectively as the “Obligors”), and Jackson Investment Group, LLC (the “Purchaser”).


 


WHEREAS,
this Agreement is required to be entered into as a condition to the effectiveness of that certain Third Amended and Restated Note Purchase
Agreement, dated as of the date hereof, by and among the Obligors and the Purchaser (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Purchase Agreement”; capitalized terms used but not otherwise
defined herein shall have the meanings assigned thereto in the Purchase Agreement), pursuant to which, among other things, (a) the Existing
Note Purchase Agreement is being amended and restated in its entirety on the date hereof by the Purchase Agreement, and (b) the Company
will issue the Senior Notes on the date hereof;


 


WHEREAS,
the parties desire to enter into this Agreement to, among other things, amend certain provisions of (a) that certain Amended and Restated
Security Agreement, dated as of September 15, 2017, as amended prior to the date hereof (as so amended, the “Existing Security
Agreement”), by and among the Obligors and the Purchaser, and (b) that certain Amended and Restated Pledge Agreement, dated
as of September 15, 2017, as amended prior to the date hereof (as so amended, the “Existing Pledge Agreement”),
in connection with the transactions contemplated by the Purchase Agreement, in each case as provided below in this Agreement. The Existing
Security Agreement as amended hereby and as the same may be further, amended, restated, supplemented or modified from time to time is
referred to herein as the “Security Agreement”), and the Existing Pledge Agreement as amended hereby and as
the same may be further, amended, restated, supplemented or modified from time to time is referred to herein as the “Pledge
Agreement”).


 


NOW
THEREFORE, in order to induce the Purchaser to enter into the Purchase Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Amendments to Existing Security Agreement. Subject to the satisfaction of the conditions precedent in Section 4, the Existing
Security Agreement is hereby amended as of the date of this Agreement as follows:


 


(a)
the term “Secured Obligations” as defined in the Existing Security Agreement shall be deemed to include, without limitation,
(i) the Obligations as such term is defined in the Purchase Agreement, (ii) all obligations, covenants, agreements and liabilities of
the Company and the other Obligors under the Purchase Agreement and the other Note Documents (including, without limitation, the Senior
Notes), and (iii) the obligation of the Company to pay all amounts when due under each of the Senior Notes including, without limitation,
all principal, accrued interest, fees and other amounts;


 


(b)
all references in the Existing Security Agreement to (i) the “Purchase Agreement” shall be deemed to refer to the Purchase
Agreement as defined above in this Agreement, (ii) the “Note” shall be deemed to refer to each of the Senior Notes, (iii)
the “Note Documents” and the “Obligations” shall be deemed to refer to the Note Documents and Obligations as
defined in the Purchase Agreement, and (iv) “Transactions Documents” in Section 10(i) of the Existing Security Agreement
shall be deemed to refer to the Note Documents; and


 






    	 



    	 



    

 


(c)
the disclosure Schedules attached to the Existing Security Agreement are hereby amended and restated in their entirety to read as set
forth in the disclosure Schedules attached hereto as Exhibit A and made a part hereof.


 


2.
Amendments to Existing Pledge Agreement. Subject to the satisfaction of the conditions precedent in Section 4, the Existing
Pledge Agreement is hereby amended as of the date of this Agreement as follows:


 


(a)
the term “Secured Obligations” as defined in the Existing Pledge Agreement shall be deemed to include, without limitation,
(i) the Obligations as such term is defined in the Purchase Agreement as defined above in this Agreement, (ii) all obligations, covenants,
agreements and liabilities of the Company and the other Obligors under the Purchase Agreement and the other Note Documents (including,
without limitation, the Senior Notes), and (iii) the obligation of the Company to pay all amounts when due under each of the Senior Notes
including, without limitation, all principal, accrued interest, fees and other amounts;


 


(b)
all references in the Existing Pledge Agreement to (i) the “Purchase Agreement” shall be deemed to refer to the Purchase
Agreement as defined above in this Agreement, (ii) the “Note” shall be deemed to refer to each of the Senior Notes, (iii)
the “Note Documents” and the “Obligations” shall be deemed to refer to the Note Documents and Obligations as
defined in the Purchase Agreement, and (iv) “Transactions Documents” in Section 17 of the Existing Pledge Agreement
shall be deemed to refer to the Note Documents; and


 


(c)
the Schedule I attached to the Existing Pledge Agreement is hereby amended and restated in its entirety to read as set forth on
Schedule I attached hereto as Exhibit B and made a part hereof;


 


3.
Reaffirmation. Each of the Obligors hereby reaffirms (a) all of its obligations under the Transaction Documents to which it is
a party to, including, without limitation, all of the outstanding indebtedness owing under the Purchase Agreement and the Senior Notes,
and agrees that this Agreement, and all documents, agreements and instruments executed in connection herewith and therewith and the consummation
of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such
Transaction Documents or constitute a novation of any indebtedness or other obligations under any Transaction Documents, and (b) the
continuing security interests in its respective assets granted in favor of the Purchaser pursuant to Security Agreement, the Pledge Agreement
and each of the other Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated
by, and the execution and delivery of, this Agreement, the Purchase Agreement and the other Note Documents, (ii) in the case of the Subsidiary
Guarantors, acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees
and other amounts now or hereafter due by the Company under each of the Senior Notes and the other Note Documents, (iii) in the case
of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article
4 of the Purchase Agreement and its obligations under each other Note Document to which it is a party and confirms that all provisions
of each such document are and shall remain in full force and effect in accordance with its terms on and at all times after giving effect
to the amendments contemplated in this Agreement and the amendment and restatement of the Existing Note Purchase Agreement pursuant to
the Purchase Agreement, and (iv) reaffirms the continuing security interests in its assets granted in favor of the Purchaser pursuant
to the Security Documents.


 






    	 



    	 



    

 


4.
Conditions Precedent: This Agreement shall become effective as of the date of this Agreement upon the satisfaction of each of
the following conditions:


 


(a)
the execution and delivery of this Agreement by each of the parties hereto; 


 


(b)
the execution and delivery of the Purchase Agreement by each of the parties thereto; and


 


(c)
the satisfaction of all conditions precedent to the effectiveness of the Purchase Agreement (other than execution and delivery of this
Agreement) as set forth in Section 5.1 of the Purchase Agreement, unless such condition has been waived by the Purchaser in its
sole discretion (which waiver must be in writing signed by Purchaser and specifically reference said Section 5.1); it being understood
and agreed that the execution and delivery of the Purchaser’s signature page to the Purchase Agreement shall constitute evidence
of the satisfaction of such conditions precedent to the effectiveness of the Purchase Agreement.


 


5.
Release. Each of the Obligors hereby remise, release, acquit, satisfy and forever discharge the Purchaser and its respective agents,
employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of
the Purchaser of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies,
agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had or
now has against the Purchaser and its respective agents, employees, officers, directors, attorneys and all persons acting or purporting
to act on behalf of or at the direction of the Purchaser (“Releasees”), for, upon or by reason of any matter,
cause or thing whatsoever arising from, in connection with or in relation to any of the Transaction Documents (including this Agreement)
through the date hereof; provided, that the foregoing clause shall not apply to a Releasee in the event of fraud or willful misconduct
of the such Releasee. Without limiting the generality of the foregoing, the Obligors waive and affirmatively agree not to allege or otherwise
pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have
as of the date hereof, including, but not limited to, the rights to contest any conduct of the Purchaser or other Releasees on or prior
to the date hereof; provided, that the foregoing clause shall not apply to a Releasee in the event of fraud or willful misconduct of
such Releasee.


 


6.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy
or other electronic transmissions, e.g. .pdf), and all of said counterparts taken together shall be deemed to constitute one and the
same instrument.


 


7.
This Agreement shall be deemed and shall constitute a “Note Document” and “Transaction Document” as such terms
are defined in the Purchase Agreement. Except as modified and amended herein, the Security Agreement and the Pledge Agreement remain
in full force and effect.


 


8.
This Agreement is limited to the specific amendments and terms set forth herein and shall not constitute a modification, acceptance or
waiver of any other provision of the Note Documents or a waiver of any Event of Default.


 


9.
Reaffirmation of Security Interest.


 


Each
of the Obligors hereby confirms and agrees that: (i) all security interests and liens granted to Purchaser under the Security Documents
continue in full force and effect, and (ii) all Collateral remains free and clear of any liens other than liens in favor of Purchaser
and Permitted Liens. Nothing contained herein or in any other Transaction Document is intended to impair or limit the validity, priority
and extent of the Purchaser’s security interest in and liens upon the Collateral.


 


10.
GOVERNING LAW. THIS AGREEMENT 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 OF THE PURCHASE AGREEMENT
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 PARTIES HERETO AGREES TO SUCH TERMS. NOTHING IN THIS SECTION OR IN ANY OTHER NOTE DOCUMENT SHALL
AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF THE PURCHASER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
OBLIGOR OR ALL OR ANY PARTY OF THE COLLATERAL IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED UNDER APPLICABLE LAW OR
IN EQUITY.


 


[SIGNATURE
PAGES TO FOLLOW]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Omnibus Amendment and Reaffirmation Agreement to be duly executed by its
authorized officers, and the Purchaser, has caused the same to be accepted by its authorized officer, as of the day and year first above
written.


 





	 	COMPANY:
	 	 
	 	STaffing
    360 solutions, inc.
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	Chairman
    and Chief Executive Officer
	 	
	 	SUBSIDIARY
    GUARANTORS:
	 	 
	 	FARO
    RECRUITMENT AMERICA, INC.
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer
	 	 
	 	MONROE
    STAFFING SERVICES, LLC
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer



 




    	 



    	 



    

 





	 	 
	 	LIGHTHOUSE
    PLACEMENT SERVICES, INC.
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
	 	 
	 	KEY
    RESOURCES, INC.
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	HEADWAY
    WORKFORCE SOLUTIONS, INC.
	 	 
	 	By:	/s/
    Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and CEO
	 	 
	 	HEADWAY
    EMPLOYER SERVICES, LLC  
	 	 
	 	By:	/s/ Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and CEO
	 	 
	 	HEADWAY
    PAYROLL SOLUTIONS, LLC  
	 	 
	 	By:	/s/ Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and CEO
	 	 
	 	HEADWAY
    HR SOLUTIONS, INC.  
	 	 
	 	By:	/s/ Brendan Flood
	 	Name:	Brendan Flood
	 	Title:	President
    and CEO
	 	 
	 	NC
    PEO HOLDINGS, LLC
	 	 
	 	By:	/s/ Brendan Flood
	 	Name:	Brendan
    Flood
	 	Title:	President
    and CEO


 




    	 



    	 



    

 


	 	PURCHASER:
	 	 
	 	JACKSON
    INVESTMENT GROUP, LLC
	 	 
	 	By:	/s/
    Richard L. Jackson
	 	Name:	Richard
    L. Jackson
	 	Title:	Chief
    Executive Officer