Exhibit
10.2


 


July
22, 2021


 


Via
Electronic Mail


 


Staffing
360 Solutions, Inc.


3A
London Wall Buildings


London
Wall


London
EC2M 5SY


United
Kingdom


Attn:
Brendan Flood, Chairman and Chief Executive Officer


 


	 	Re:	Limited
    Consent


 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Second Amended and Restated Note Purchase Agreement, dated as of October 26, 2020, among Jackson Investment
Group, LLC (the “Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Company”),
and certain subsidiaries of Company signatory thereto, as amended prior to the date hereof, including pursuant to that certain (a) Limited
Consent, Waiver and Amendment Agreement dated as of February 5, 2021, among Company, Purchaser and the Guarantors party thereto, and
(b) Side Letter Agreement dated as of May 6, 2021, among Company, Purchaser and the Guarantors party thereto (as so amended, and as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined shall have the
meanings ascribed to such terms in the Purchase Agreement.


 


Company
has informed Purchaser that it desires to issue 2,199,132 shares of its common stock at a purchase price of $3.45 per share for gross
proceeds of approximately $7.58 million (the “Stock Sale”). Company has requested that Purchaser grant its
consent to the Stock Sale and, subject to and upon the terms and conditions set forth below in this Agreement, Purchaser is willing to
consent to the Stock Sale.


 


1.
Limited Consent to Stock Sale.


 


(a)
Subject to the full and timely satisfaction of each of the conditions set forth in clause (b) below of this Section 2, Purchaser
on a one-time basis hereby consents to the Stock Sale.


 


(b)
The limited consent of Purchaser to the Stock Sale set forth above in this Section is subject to the satisfaction of each of the following
conditions:


 


(i)
the Stock Sale will be consummated by Company not later than July 27, 2021 (the “Sale Date”);


 


(ii)
on the Sale Date, Company shall make a payment to Purchaser in the amount of $5,000,000 from the proceeds received by Company from the
Stock Sale (such payment being referred to herein as the “Stock Sale Payment”). The Stock Sale Payment shall
be made by Company to Purchaser in immediately available funds by wire transfer pursuant to the Purchaser’s wire instructions as
follows:


 


Bank’s
Name: Bank of America, N.A.


Bank’s
Address: 100 N. Tryon St. Charlotte, NC 28255


 




    	 



    	 



    

 


Staffing 360 Solutions, Inc.


July 22, 2021


Page 2




 


ABA
No.: 026009593


Account
No.: 334003060431


Routing
Number:


061000052
(ACH)


026009593
(Wire)


 


Purchaser
and Company hereby agree that the Stock Sale Payment when received by Purchaser shall be applied, first, to the payment
of all accrued and unpaid interest on the Second Amended and Restated Note, and second, to the voluntary prepayment of
a portion of the outstanding principal balance of the Second Amended and Restated Note, together with any accrued and unpaid interest
thereon;


 


(iii)
Purchaser shall have received from Company a payment in the amount of not less than $2,080,000 (the “FirstPro Sale Payment”),
which payment is from the released escrow purchase price consideration received by Company in connection with the prior sale by Staffing
360 Georgia, LLC, a Georgia limited liability company (“S360 Georgia”) of certain of its assets to FirstPro
Recruitment, LLC, a Georgia limited liability company. Purchaser and Company agree that the FirstPro Sale Payment when received by Purchaser
shall be applied, first, to the payment in full of the principal amount of that certain 12% Senior Secured Note dated April
23, 2021 in the original principal amount of $130,076.40, issued by Company to Purchaser, together with all accrued and unpaid interest
in respect thereof, and second, to the voluntary prepayment of a portion of outstanding principal balance of the Second
Amended and Restated Note, together with any accrued and unpaid interest in respect thereof;


 


(iv)
Company shall have (A) duly executed and delivered to the Purchaser an additional 12% Senior Secured Note due September 30, 2022, dated
July 21, 2021, in the principal amount of $7,733,000, which note shall evidence the conversion as of July 21, 2021 of all remaining outstanding
Series G Preferred Stock and Series G-1 Preferred Stock held by the Purchaser into secured senior debt of the Company, and (B) shall
have paid to Purchaser in immediately available funds via wire transfer the sum of $126,553.46, representing all accrued and unpaid dividends
on the Series G Preferred Stock and Series G-1 Preferred Stock as of the July 21, 2021 conversion date; and


 


(v)
Company shall have paid to Purchaser $19,676, representing reimbursement to Purchaser for the previously incurred fees of its counsel,
Kilpatrick Townsend & Stockton LLP.


 


Company
hereby consents and authorizes Purchaser to apply the Stock Sale Payment and the FirstPro Sale Payment upon receipt thereof in accordance
with the above provisions of this Section 1.


 


2.
Conditions to Effectiveness of this Agreement. This Agreement and the limited consent to the Stock Sale set forth above in Section
1 herein shall be effective as of the date of this Agreement upon the satisfaction of the following conditions precedent: (a) the
parties hereto shall have duly executed and delivered to Purchaser this Agreement, and (b) Company shall have satisfied each of the conditions
precedent set forth in Section 1(b) hereof.


 




    	 



    	 



    

 


Staffing 360 Solutions, Inc.


July 22, 2021


Page 3




 


3.
Miscellaneous. Company and each Subsidiary Guarantor party hereto represents and warrant to Purchaser that the terms of this Agreement
do not violate the their organizational documents or any material contract to which they are a party to, and all consents and approval
required to enter into this Agreement have been obtained (or will be obtained by the effective time of this Agreement). This foregoing
limited consent set forth in Section 1 relates solely to the specific matters addressed above and shall not be construed to constitute
a consent, waiver, or amendment in respect of any other matter or to any other Transaction Document, whether now or hereafter existing.
This Agreement shall not modify or limit in any manner the obligations of Company or any Guarantor under the Purchase Agreement, any
other Note Transaction Document, except for the limited consent to the extent expressly set forth above in Section 1 of this Agreement.
This Agreement shall constitute a Note Document and a Transaction Document. 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. Except as expressly modified herein, there
parties hereto acknowledge and agree that the Purchase Agreement, the Security Agreement and the Pledge Agreement and the other Transaction
Documents shall remain in full force and effect in accordance with their respective terms.


 


	 	Sincerely,
	 	 	 
	 	Jackson
    Investment Group, LLC
	 	 	 
	 	By:
    	 
	 	Name:	Richard
    L. Jackson
	 	Title:	Chief
    Executive Officer





 


	 	ACCEPTED
AND AGREED TO:
	 	 
	 	COMPANY:
	 	 	 
	 	STaffing
    360 solutions, inc.
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	Chairman
    and Chief Executive Officer
	 	 	 
	 	SUBSIDIARY
    GUARANTORS:
	 	 	 
	 	FARO
    RECRUITMENT AMERICA, INC.
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer


 




    	 



    	 



    

 


Staffing 360 Solutions, Inc.


July 22, 2021


Page 4




	 	MONROE
    STAFFING SERVICES, LLC
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	Staffing
    360 Georgia, LLC
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	LIGHTHOUSE
    PLACEMENT SERVICES, INC.
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	President
	 	 	 
	 	KEY
    RESOURCES, INC.
	 	 	 
	 	By:	 
	 	Name:	Brendan
    Flood
	 	Title:	President
    and Chief Executive Officer


 


	cc:	Staffing
    360 Solutions, Inc.
	 	641
    Lexington Avenue, 27th Floor
	 	New
    York, NY 10022
	 	Attention:
    General Counsel
	 	 
	 	Haynes
    and Boone, LLP
	 	30
    Rockefeller Plaza, 26th Floor
	 	New
    York, NY 10112
	 	Attention:
    Rick A. Werner and Greg Kramer