SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Staffing 360 Solutions, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

095428108

(CUSIP Number)

Jackson Investment Group, LLC
2655 Northwinds Parkway
Alpharetta, GA 30009
Attention: Jay D. Mitchell, General Counsel
770-643-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 26, 2020

(Date of Event which Requires Filing of this Statement)  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jackson Investment Group, LLC 20-5783109
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)       ¨ (b)       ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION State of Georgia, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
	8.	SHARED VOTING POWER 4,241,343 (1)
	9.	SOLE DISPOSITIVE POWER
	10.	SHARED DISPOSITIVE POWER 4,241,343 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,241,343 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9%(2)
14.	TYPE OF REPORTING PERSON (see instructions) OO

(1) Includes:

(a) 2,068,696 shares of Common Stock directly owned,

(b) 905,508 shares of Common Stock which may be purchased upon exercise pursuant to that certain Amended and Restated Warrant Agreement, dated April 25, 2018 between Jackson Investment Group, LLC (“JIG LLC”) and Staffing 360 Solutions, Inc. (the “Issuer”), as amended by that certain Amendment No. 1 to Amended and Restated Warrant Agreement, dated as of August 27, 2018, that certain Amendment No. 2 to the Amended and Restated Warrant Agreement, dated November 15, 2018 and that certain Amendment No. 3 to the Amended and Restated Warrant Agreement, dated October 26, 2020 (the “A&R Warrant”), and which amended and restated that certain Warrant, dated January 26, 2017, between JIG LLC and the Issuer, as amended by that certain Amendment 1 to Warrant Agreement, dated as of March 14, 2017 and that certain Amendment 2 to Warrant Agreement, dated as of April 5, 2017, and

(c) 1,267,139 shares of Common Stock which are issuable upon conversion of the 1,267 shares of Series E-1 Convertible Preferred Stock outstanding on October 31, 2020, which are currently convertible at the holder’s option.

Does not reflect:

(a) 13,000 shares of Series E Convertible Preferred Stock which are convertible into shares of Common Stock at the holder’s option at any time from and after the earlier of October 31, 2022 or the occurrence of an event of default as specified in the Certificate of Designation of the Series E Convertible Preferred Stock at an initial conversion rate of 1,000 shares of Common Stock for each share of Series E Preferred Stock converted, subject to adjustment to the liquidation value applicable to the Series E Convertible Preferred Stock,

(b) any shares of Common Stock payable to JIG LLC as an additional fee (any such shares of Common Stock payable, the “PIK Interest Fee Shares”) in an amount equal to $25,000 divided by the average closing price, as reported by Nasdaq, of such shares of Common Stock over the 5 trading days prior to the applicable monthly interest payment date, provided that, if such average market price is less than $0.50, or is otherwise undeterminable because such shares of Common Stock are no longer publicly traded or the closing price is no longer reported by Nasdaq, then the average closing price for these purposes shall be deemed to be $0.50, and if such average closing price is greater than $3.50, then the average closing price for these purposes shall be deemed to be $3.50 (the “Average Closing Price”) in the event that the Issuer elects under the terms of the Second Amended and Restated Note Purchase Agreement, dated as of October 26, 2020 by and among JIG LLC, the Issuer and the subsidiary guarantors party thereto (“Amended Note Purchase Agreement”) and the Amended and Restated Senior Secured 12% Promissory Note to JIG LLC from the Issuer (the “Amended Note”) to pay PIK Interest (as defined in Item 3 below) by adding any such PIK Interest to the outstanding principal balance of the Amended Note,

(c) adjustments based on any changes to the liquidation value of such Series E Convertible Preferred Stock in the event that the Issuer elects, under the terms of the Amended Note and the second Certificate of Amendment (the “Second Certificate Amendment”) to the Certificate of Designation of Series E Convertible Preferred Stock (the “Certificate of Designation”), to pay in kind up to 50% of the monthly cash dividends on the shares of Series E Convertible Preferred Stock (the “Base Series E Preferred Stock” and collectively with the Series E-1 Preferred Stock, “Series E Preferred Stock”) by adding to the outstanding liquidation value of the Base Series E Preferred Stock (the “PIK Dividend Payment”), commencing on October 26, 2020 and ending on October 25, 2022, or

(d) if the PIK Dividend Payment is elected by the Issuer, shares of Common Stock payable as an additional fee in an amount equal to $10,000 divided by the Average Closing Price (the “PIK Dividend Fee Shares”).

(2) Based on 9,322,563 shares of Common Stock outstanding as of August 11, 2020, as reported in the Issuer’s Form 10-Q filed on August 11, 2020.

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard L. Jackson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)       ¨ (b)       ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO(3) PF(4)
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ❑
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 144
	8.	SHARED VOTING POWER 4,241,343 (1)
	9.	SOLE DISPOSITIVE POWER 144
	10.	SHARED DISPOSITIVE POWER 4,241,343 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,241,487 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9%(2)
14.	TYPE OF REPORTING PERSON (see instructions) IN; HC

(1) Includes:

(a) 2,068,696 shares of Common Stock directly owned,

(b) 905,508 shares of Common Stock which may be purchased upon exercise pursuant to the A&R Warrant, and

(c) 1,267,139 shares of Common Stock which are issuable upon conversion of the 1,267 shares of Series E-1 Convertible Preferred Stock outstanding on October 31, 2020, which are currently convertible at the holder’s option.

Does not reflect:

(a) 13,000 shares of Series E Convertible Preferred Stock which are convertible into shares of Common Stock at the holder’s option at any time from and after the earlier of October 31, 2022 or the occurrence of an event of default as specified in the Certificate of Designation at an initial conversion rate of 1,000 shares of Common Stock for each share of Series E Preferred Stock converted, subject to adjustment to the liquidation value applicable to the Series E Convertible Preferred Stock,

(b) any PIK Interest Fee Shares in an amount equal to $25,000 divided by the Average Closing Price in the event that the Issuer elects under the terms of the Amended Note Purchase Agreement and the Amended Note to pay PIK Interest by adding any such PIK Interest to the outstanding principal balance of the Amended Note,

(c) adjustments based on any changes to the liquidation value of such Series E Convertible Preferred Stock in the event that the Issuer elects, under the terms of the Second Certificate Amendment to pay PIK Dividend Payments, commencing on October 26, 2020 and ending on October 25, 2022, or

(d) if the PIK Dividend Payment is elected by the Issuer, the PIK Dividend Fee Shares.

(2) Based on 9,322,563 shares of Common Stock outstanding as of August 11, 2020, as reported in the Issuer’s Form 10-Q filed on August 11, 2020.

(3) With respect to all shares other than the 144 shares referenced in footnote 4 that are reported herein.

(4) With respect to the 144 shares personally owned by Rick Jackson reported in lines 7 and 9 above.

EXPLANATORY NOTES

This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) is being filed jointly by JIG LLC and Richard L. Jackson and amends the statement on the Schedule 13D that was originally filed jointly by JIG LLC and Richard L. Jackson with the Securities and Exchange Commission (the “Commission”) on February 7, 2017 and was amended on March 23, 2017, April 7, 2017, August 8, 2017, September 18, 2017, September 4, 2018 and November 15, 2018 (collectively, the “Statement”), with respect to the common stock, par value $0.00001, of the Issuer.

This Amendment No. 7 amends the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.

Item 3. Source or Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby further amended to add the following paragraphs:

On October 26, 2020, JIG LLC entered into the Amended Note Purchase Agreement, which is Exhibit 1 hereto, and the Amended Note, which is Exhibit 2 hereto, which amended and restated the Issuer’s Amended and Restated Note Purchase Agreement with JIG LLC dated September 15, 2017 (the “Existing Note Purchase Agreement” and collectively, the “Amendment Transaction”). The Amended Note Purchase Agreement extended the maturity of the loan made pursuant to, and revised certain of the terms and conditions of, the Existing Note Purchase Agreement. In connection with the Amendment Transaction, JIG LLC received an amendment fee of $488,123.92.

Pursuant to the Amended Note Purchase Agreement and the Amended Note, the Issuer is required to pay interest on the loan made pursuant thereto at a per annum rate of 12%, which interest is payable monthly in cash, subject to the Issuer’s right to elect to pay up to 50% of monthly interest payable under such Amended Note in-kind (“PIK Interest”) by adding such PIK Interest to the outstanding principal balance of the Amended Note. For any month that the Issuer elects to pay such PIK Interest, it is required to issue to JIG LLC the PIK Interest Fee Shares.

As part of the Amendment Transaction, JIG LLC and the Issuer also entered into that certain Omnibus Amendment and Reaffirmation Agreement, dated October 26, 2020 among JIG LLC, the Issuer and certain of its subsidiaries, as guarantors (the “Subsidiary Guarantors”), which is Exhibit 3 hereto, which among other things amended that certain Amended and Restated Security Agreement, dated September 15, 2017, as amended, and that certain Amended and Restated Pledge Agreement, dated September 15, 2017, as amended.

In connection with the Amendment Transaction, JIG LLC and the Issuer amended the A&R Warrant, which is Exhibit 4 hereto. Pursuant to Amendment No. 3 to the Amended and Restated Warrant Agreement, the exercise price of the A&R Warrant was reduced from $1.66 per share to $1.00 per share and the term of the A&R Warrant was extended to January 26, 2026.

No new funds were provided by JIG LLC to the Issuer in connection with the Amendment Transaction. The source of funds for JIG LLC’s prior investments in the Issuer were reported by JIG LLC in prior Amendments to this Statement.

Item 4. Purpose of the Transaction.

JIG LLC entered into the Amendment Transaction for the purpose of extending the maturity date of the loan made pursuant to the Existing Note Purchase Agreement and revising certain other terms and conditions of the Existing Note Purchase Agreement and related agreements. The Reporting Persons are continually reviewing its investment in the Issuer.

Depending upon:

(1) the Reporting Persons’ assessment of the Issuer’s businesses, assets and prospects and the Issuer’s ability to secure future financing from sources other than the Reporting Persons, as well as prospects for the industries which the Issuer’s business serves, (2) the contractual provisions, limitations and other terms of JIG LLC’s financing-related agreements with the Issuer, (3) other plans and requirements of the Reporting Persons, (4) general economic conditions and overall market conditions, (5) the ability of the Reporting Persons to carry out transactions without liability under Section 16 of the Securities and Exchange Act, (6) the price at which shares of Common Stock are available (i) for purchase, including through private or public market offerings or pursuant to the purchase rights of the various derivative securities held by JIG LLC as reported in this Statement, or (ii) for sale, and (7) availability of alternative investment opportunities and the Reporting Persons’ investment strategy at the time,

the Reporting Persons may:

(A) seek to make additional investments in the Issuer, which could include an acquisition of the Issuer or funding specific cash needs of the Issuer if they arise and satisfactory terms can be agreed, (B) determine not to pursue any further investments in the Issuer and/or not to extend its current loan beyond its September 2022 maturity date, and instead decrease their holdings of Common Stock, (C) seek to engage in communications with management or the Board of Directors of the Issuer or with other stockholders of the Issuer concerning the Issuer’s businesses, prospects, operations, strategy, personnel, directors, ownership and capitalization, and (D) either individually or together with others may make proposals with respect to the Issuer that may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons have no other plans or proposals which relate to or would result in any of the events described in (a) through (j) of Item 4 of the Statement, except as described above.

The response to Item 3 and Exhibits 1-5 are hereby incorporated herein.

Subparts (e) and (g) of Item 4 of the Statement are hereby further amended to add the following:

In connection with the Amendment Transaction, the Issuer filed with the Secretary of State of the State of Delaware the Second Certificate Amendment, which is attached as Exhibit 5 hereto. Under the Second Certificate Amendment, holders of Series E Preferred Stock are entitled to monthly cash dividends on shares of Series E Preferred Stock at a per annum rate of 12%. At the Issuer’s option commencing on October 26, 2020 and ending on October 25, 2022, up to 50% of the cash dividend on the Base Series E Preferred Stock may be paid in kind by adding such 50% portion to the outstanding liquidation value of the Base Series E Preferred Stock. If such PIK Dividend Payment is elected by the Issuer, a holder of Base Series E Preferred Stock is entitled to PIK Dividend Fee Shares as an additional fee to be paid in shares of the Issuer’s Common Stock in an amount equal to $10,000 divided by the Average Closing Price. Dividends on the Series E-1 Preferred Stock may only be paid in cash.

Under the terms of the Second Certificate Amendment, shares of Series E-1 Preferred Stock are convertible into the Issuer’s Common Stock at any time at a conversion rate equal to the liquidation value of each shares of Series E-1 Preferred Stock plus any accrued but unpaid dividends, divided by $1.00 per share (which was decreased from $1.66 per share). Each share of Series E-1 Preferred Stock has a liquidation value of $1,000 per share, and as of October 31, 2020 JIG LLC beneficially owned a total of 1,267 shares of Series E-1 Preferred Stock. JIG LLC’s shares of Base Series E Preferred Stock will be convertible at JIG LLC’s option into shares of the Issuer’s Common Stock after October 31, 2022 or upon the occurrence of an event of default specified in the Second Amended Certificate, whichever occurs earlier. The conversion rate for the Issuer’s Base Series E Preferred Stock is equal to the liquidation value of each share of Base Series E Preferred Stock plus any accrued but unpaid dividends, divided by $1.00 per share. Each share of Base Series E Preferred Stock has a liquidation value of $1,000 per share and as of October 27, 2020 JIG LLC beneficially owned a total of 13,000 shares of Base Series E Preferred Stock.

Item 5. Interest in Securities of the Issuer.

The introduction of Item 5 of the Statement is hereby amended and restated in its entirety to read as follows:

The following disclosure assumes 9,322,563 shares of Common Stock outstanding as of August 11, 2020, as reported in the Issuer’s Form 10-Q filed with the Commission on August 11, 2020.

Subparts (a) and (b) of Item 5 of the Statement are hereby amended and restated in their entirety to read as follows:

(a)       Pursuant to Rule 13d-3 of the Securities Exchange Act, the Reporting Persons may be deemed to beneficially own 4,241,343 shares of Common Stock, which constitutes approximately 36.9% of the outstanding shares of Common Stock (assuming the exercise in full of the A&R Warrant and conversion into Common Stock of the outstanding Series E-1 Preferred Stock held by the Reporting Persons as of October 31, 2020, as contemplated in Rule 13d-3). Of the shares deemed to be beneficially owned, (1) 905,508 are not outstanding and consist of shares which may be acquired by JIG LLC pursuant to the A&R Warrant at any time prior to January 26, 2026 and (2) 1,267,139 are not outstanding and consist of shares which may be converted from shares of Series E-1 Preferred Stock at the holder’s option at any time from and after the earlier of October 31, 2020 or the occurrence of an event of default specified in the Certificate of Designation. In addition to the 4,241,343 shares referenced above, Richard L. Jackson individually and beneficially owns 144 shares of Common Stock (which together with the 4,241,343 shares constitutes approximately 36.9% of the outstanding shares of Common Stock of the Issuer). With the exception of the 144 shares personally owned, Richard L. Jackson disclaims beneficial ownership of all of the shares reported to be beneficially owned by him except to the extent of his pecuniary interest therein.

(b)       The Reporting Persons share the power to vote and direct the disposition of 4,241,343 shares of Common Stock reported as being beneficially owned. Richard L. Jackson has the sole power to vote and direct the disposition of the 144 shares of Common Stock reported as being beneficially owned by him.

Subpart (c) of Item 5 is hereby further amended to add the following paragraph:

(c)       The response to Items 3 and 4 and Exhibits 1 through 5 are hereby incorporated herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby further amended to add the following paragraphs:

The responses to Items 3, 4 and 5 and Exhibits 1 through 5 are hereby incorporated herein.

The foregoing descriptions of the agreements and documents attached as Exhibits 1 through 5 hereto do not purport to be complete and are qualified in their entirety by reference to the full text of each such agreement and document, respectively.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Statement is hereby further amended to add the following exhibits:

Exhibit 1	Second Amended and Restated Note Purchase Agreement, dated October 26, 2020, between JIG LLC and the Issuer (attached as Exhibit 10.1 to the Form 8-K filed by Staffing 360 Solutions, Inc. on October 26, 2020 and incorporated herein by reference)
Exhibit 2	Amended and Restated Senior Secured 12% Promissory Note issued on October 26, 2020 (attached as Exhibit 10.2 to the Form 8-K filed by Staffing 360 Solutions, Inc. on October 26, 2020 and incorporated herein by reference)
Exhibit 3	Omnibus Amendment and Reaffirmation Agreement, dated October 26, 2020, between JIG LLC, the Issuer and the Subsidiary Guarantors
Exhibit 4	Amendment No. 3, dated October 26, 2020, to the Amended and Restated Warrant Agreement, between the Issuer and JIG LLC
Exhibit 5	Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock of the Issuer (attached as Exhibit 3.1 to the Form 8-K filed by Staffing 360 Solutions, Inc. on October 26, 2020 and incorporated herein by reference)

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 10, 2020
JACKSON INVESTMENT GROUP, LLC
By:	/s/ Richard L. Jackson
	Richard L. Jackson, Chief Executive Officer

Date: November 10, 2020

RICHARD L. JACKSON

/s/ Richard L. Jackson

EX-99.3

Exhibit 3

EXECUTION VERSION

OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT

THIS OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of October 26, 2020, 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”), Staffing 360 Georgia, LLC, a Georgia limited liability company (“S360 Georgia”), Lighthouse Placement Services, Inc., a Massachusetts corporation (“Lighthouse”), Key Resources, Inc., a North Carolina corporation (“Key Resources”; together with each of Faro, Monroe, S360 Georgia 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 Second 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, (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;

(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;

(d)       Section 2.1 of the Existing Pledge Agreement is hereby amended by deleting the following proviso appearing at the end thereof:

“provided, however, that the Pledged Interests of any Pledged Entity that is a Foreign Subsidiary of a Pledgor shall be limited to sixty-five (65%) of the outstanding membership interests, limited partnership interests, capital stock or other equity interests (as the case may be) of such Pledged Entity”

It being understood and agreed that one hundred percent (100%) of the outstanding shares of Staffing 360 Solutions (Holdings) Limited (formerly named Staffing 360 Solutions Limited) are required at all times on and after the date of this Agreement to be pledged pursuant to the Pledge Agreement and to form part of the Collateral (as defined in the Pledge Agreement); and

(e)       Section 5.2 of the Existing Pledge Agreement is hereby amended by deleting the following proviso appearing at the end thereof:

“provided, however, in the case of any Pledged Entity that is a Foreign Subsidiary of a Pledgor, in no event shall the membership interests, limited partnership interests, capital stock or other equity interests (as the case may be) of such Pledged Entity and constituting part of the Collateral hereunder exceed sixty-five (65%) of the outstanding membership interests, limited partnership interests, capital stock or other equity interests (as the case may be) of such Pledged Entity”

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

MONROE STAFFING SERVICES, LLC

By: /s/ Brendan Flood

Name: Brendan Flood

Title: President

Staffing 360 Georgia, LLC

By: /s/ Brendan Flood

Name: Brendan Flood

Title: President

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

PURCHASER:

JACKSON INVESTMENT GROUP, LLC

By: /s/ Richard L. Jackson

Name:  Richard L. Jackson

Title:    Chief Executive Officer

EXHIBIT B

SCHEDULE I

Pledged Interests

Issuer	Certificate No(s).	Number of Shares Pledged	No. of Issued and Outstanding Shares of Issuer	Percentage of Such Class or Type	Pledgor
Faro Recruitment America, Inc.	#1	10	10	100%	Staffing 360 Solutions, Inc.
Monroe Staffing Services, LLC	Uncertificated	All Interests Pledged	All Interests Pledged	100%	Faro Recruitment America, Inc.
Staffing 360 Solutions (Holdings) Limited (formerly named Staffing 360 Solutions Limited)	#1 #___	All Shares Pledged	1,129,872	100%	Staffing 360 Solutions, Inc.
Lighthouse Placement Services, Inc.	#1	All Shares Pledged	All Shares Pledged	100%	Staffing 360 Solutions, Inc.
Staffing 360 Georgia, LLC.	Uncertificated	All Interests Pledged	All Interests Pledged	100%	Staffing 360 Solutions, Inc.
Key Resources, Inc.	Uncertificated	All Shares Pledged	All Interests Pledged	100%	Monroe Staffing Services, LLC

EX-99.4

Exhibit 4

EXECUTION VERSION

AMENDMENT NO. 3

to

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDMENT NO. 3 dated October 26, 2020 (this “Amendment”) amends the Warrant (defined below), and is by and between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).

WHEREAS, on April 25, 2018, the Company and Holder entered into an Amended and Restated Warrant Agreement, as amended by that certain Amendment No. 1 dated as of August 27, 2018 and by that certain Amendment No. 2 dated as of November 15, 2018 (as so amended, the “Warrant”), which entitles Holder to purchase 905,508 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a current exercise price of $1.66 per share (each subject to adjustment as provided in the Warrant); and

WHEREAS, in connection with the Holder’s execution of that certain Amended and Restated Note Purchase Agreement dated as of the date hereof, between Holder and the Company, the parties desire to further amend the Warrant to decrease the Exercise Price and to extend the Exercise Period.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree that the Warrant shall be amended as follows:

1.Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Warrant.

2.Section 3.1 of the Warrant is hereby amended and restated in its entirety to read as follows:

“Section 3.1 Exercise Price. The Warrant shall entitle the Registered Holder thereof, subject to the provisions of this A&R Warrant Agreement, the right to purchase from the Company up to 905,508 shares of Common Stock at the price of $1.00 per share, subject to adjustment from time to time as provided in Article IV (the “Exercise Price”).”

3.Section 3.2 of the Warrant is hereby amended and restated in its entirety to read as follows:

“Section 3.2 Exercise Period. The Warrant may be exercised by the Registered Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time commencing six months following the Date of Issuance and prior to 5:00 P.M., New York time on January 26, 2026 (the “Exercise Period”); provided that Registered Holder shall be able to exercise its Warrant only if the exercise of such Warrant is exempt from, or in compliance with, any applicable registration requirements of the Securities Act and the applicable securities laws of the states in which the Registered Holder of the Warrant or other persons to whom it is proposed that the Warrant Exercise Shares be issued, on exercise of the Warrant reside. To the extent that the Warrant or portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.”

4.On and after the date of this Amendment, the parties agree that the term “A&R Warrant Agreement”, appearing in the Warrant certificate issued to Holder in connection with the Warrant, shall be deemed to refer to the Warrant agreement as amended by this Amendment and as the same may hereafter be amended, restated, supplemented or modified from time to time.

5.This Amendment may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Intentionally blank – signatures on next page]

[Signature Page to Amendment No. 3 to Amended and Restated Warrant Agreement]

IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed by the undersigned parties hereto, effective as of the date first above written.

COMPANY:
STAFFING 360 SOLUTIONS,  INC.
By:	/s/ Brendan Flood
	Brendan Flood, Chairman and Chief Executive Officer

[Signature Page to Amendment No. 3 to Amended and Restated Warrant Agreement]

Accepted and agreed:

JACKSON INVESTMENT GROUP, LLC

By:	/s/ Richard L. Jackson
	Richard L. Jackson, Chief Executive Officer

[Signature Page to Amendment No. 3 to Amended and Restated Warrant Agreement]