Execution Copy




AMENDMENT NO. 4 TO AMENDED AND RESTATED

RECEIVABLES LOAN AND SECURITY AGREEMENT


AMENDMENT NO. 4,
dated as of October 2, 2020 (this “Amendment”), to the Amended and Restated Receivables Loan and Security Agreement,
dated as of July 19, 2019 (as amended prior to the date hereof, the “Existing RLSA”) by and among VOLT FUNDING
II, LLC, a Delaware limited liability company (as the “Borrower”), VOLT INFORMATION SCIENCES, INC., a New York
corporation, as the servicer (in such capacity, the “Servicer”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited
liability company (“Autobahn”), as the Conduit Lender prior to the Conduit Lender’s cessation, if any,
in its sole discretion, as a Conduit Lender and a Lender and LC Participant, the other Lenders and LC Participants from time to
time party thereto, together with their respective successors and assigns (the “Lenders”), DZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH (“DZ Bank”), as agent (in such capacity, together
with its successors and assigns, the “Agent”) and AUTOBAHN and DZ BANK, as Letter of Credit issuers (together
with their respective successors and assigns, the “LC Issuers”). Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed thereto in the Existing RLSA.


WHEREAS, Autobahn
continues to be the sole Lender under the Existing RLSA;


WHEREAS, the Borrower
has advised the Agent that it wishes to amend the Existing RLSA to modify one of the financial covenants in the Existing RLSA in
the manner set forth below, and Autobahn is agreeable to such modification;


WHEREAS, the parties
hereto wish to confirm a change in the address for notices to be given to certain of the parties under the Existing RLSA and each
other applicable Basic Document; and


WHEREAS, the parties
hereto are entering into this Amendment, in writing as required under Section 16.06 of the Existing RLSA, in order to effect the
foregoing, which are being effected subject to the terms and conditions set forth herein;


NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the fulfillment of the conditions
set forth below, the parties hereto agree as follows:


		Section 1.	AMENDMENT AND TERMS THEREOF



1.1        
Current Amendment to Existing RLSA. As of the Effective Date (as defined below), Section 5.06(a) of the Existing
RLSA shall be amended to read in its entirety as follows:


(a)       The
Servicer shall maintain a Tangible Net Worth of at least $20,000,000 through the fiscal quarter ending on or about July 31, 2021,
at least $25,000,000 thereafter through the fiscal quarter ending on or about October 31, 2021, and at least $40,000,000 thereafter,
in each case as determined quarterly at the time of delivery of the Servicer’s consolidated financial statements for such
respective fiscal quarter or audited consolidated financial statements for such respective fiscal year end;


    	 	 	 



     


    

		Section 2.	CONFIRMATION OF CERTAIN ADDRESS CHANGES



2.1        
Confirmation of Certain Address Changes. As of the Effective Date, the respective addresses of the Servicer, the
Borrower and each existing US Originator, whether such notice is given under the Existing RLSA, the US PSA, the UK PSA or any other
applicable Basic Document, shall be as set forth below, unless and until hereafter changed in the manner provided in the applicable
Basic Document(s):


VOLT INFORMATION SCIENCES,
INC.


2401 N. Glassell St.


Orange, CA 92865


Telephone No.: (714) 921-8800


		Email:	[REDACTED]

                                         [REDACTED]

                                         [REDACTED]



VOLT FUNDING II, LLC


2401 N. Glassell St.


Orange, CA 92865


Telephone No.: (714) 921-8800


		Email:	[REDACTED]

                                         [REDACTED]

                                         [REDACTED]



VOLT MANAGEMENT CORP.


2401 N. Glassell St.


Orange, CA 92865


Telephone No.: (714) 921-8800


		Email:	[REDACTED]

                                         [REDACTED]

                                         [REDACTED]



P/S PARTNER SOLUTIONS,
LTD.


2401 N. Glassell St.


Orange, CA 92865


Telephone No.: (714) 921-8800


		Email:	[REDACTED]

                                         [REDACTED]

                                         [REDACTED]



    	 	 	 



     


    

		Section 3.	CONDITIONS TO EFFECTIVENESS



This Amendment shall
be effective (the “Effective Date”) upon the execution and delivery of counterparts hereof by the parties signatory
hereto and the fulfillment of the following terms and conditions:


3.1        
All representations and warranties contained in the Existing RLSA or made in writing to Autobahn or the Agent in connection
herewith shall be true and correct in all material respects.


3.2        
No Event of Default or Servicer Event of Default nor any event that but for notice or lapse of time or both would constitute
an Event of Default or Servicer Event of Default shall have occurred and be continuing (other than any such event that is explicitly
waived by the provisions hereof).


3.3        
The Agent shall have received all fees payable to it in connection with this Amendment.


		Section 4.	MISCELLANEOUS



4.1        
Each of the parties hereto represents and warrants (which representations and warranties shall survive the execution and
delivery hereof) that such Person has the corporate or limited liability company power and authority to execute and deliver this
Amendment and has taken or caused to be taken all necessary actions to authorize the execution and delivery of this Amendment.


4.2        
The parties hereto hereby acknowledge and agree that, except for the specific waivers and agreements set forth above, nothing
herein shall be deemed to be a consent to or waiver or amendment of any covenant or agreement contained in the Existing RLSA or
any other document executed in connection therewith, and each such party hereby agrees that all of the covenants and agreements
contained in the Existing RLSA or any other document executed in connection therewith, subject to the waivers set forth herein,
are hereby ratified and confirmed in all respects.


4.3        
This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.


4.4        
THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.




    	 	 	 



     


    

IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their respective officers thereunto duty authorized, as of the date first
above written.


 


	THE SERVICER:	VOLT
INFORMATION SCIENCES, INC., as Servicer
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kevin D. Hannon
	 	 	Name:  	Kevin D. Hannon
	 	 	Title:	VP & Treasurer






 


  


 

	THE BORROWER:	VOLT FUNDING II, LLC, as the Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kevin D. Hannon
	 	 	Name:  	Kevin D. Hannon
	 	 	Title:	Treasurer





 


 



 


 


 


 

 


(Signature Page for Amendment No. 4 to A&R
RLSA)


    	 	 	 



     


    



 


 

	THE FINAL LC ISSUER:	DZ BANK AG DEUTSCHE ZENTRAL-

GENOSSENSCHAFTSBANK, FRANKFURT 

AM MAIN, NEW YORK BRANCH
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Christian Haesslein
	 	 	Name:  	Christian Haesslein
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Eva Geng
	 	 	Name:  	Eva Geng
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	THE AGENT:	DZ BANK AG DEUTSCHE ZENTRAL-

GENOSSENSCHAFTSBANK, FRANKFURT

AM MAIN, New York Branch
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Christian Haesslein
	 	 	Name:  	Christian Haesslein
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Eva Geng
	 	 	Name: 	Eva Geng
	 	 	Title:	Vice President





 


 





 


 


 


 

 


(Signature Page for Amendment No. 4 to A&R
RLSA)



    	 	 	 



     


    


	THE CONDUIT LENDER:	AUTOBAHN
FUNDING COMPANY LLC, 

as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Christian Haesslein
	 	 	Name:  	Christian Haesslein
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Eva Geng
	 	 	Name:  	Eva Geng
	 	 	Title:	Vice President
	 	 	 	 
	 	Commitment: $100,000,000




 


 


	THE INITIAL LC ISSUER:	AUTOBAHN
FUNDING COMPANY LLC,

as the initial LC Issuer
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Christian Haesslein
	 	 	Name:  	Christian Haesslein
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Eva Geng
	 	 	Name:  	Eva Geng
	 	 	Title:	Vice President








 


 





 


 


 


 

 


(Signature Page for Amendment No. 4 to A&R
RLSA)