Consent and Amendment No. 3 to the Loan, Security and Guarantee Agreement, dated January 3, 2025, among the Company, certain Subsidiaries of the Company as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and First-Citizens Bank & Trust Company, as agent for the Lenders

EXHIBIT 10.2

CONSENT AND AMENDMENT NO. 3

TO

LOAN, SECURITY AND GUARANTEE AGREEMENT

This CONSENT AND AMENDMENT NO. 3 TO LOAN, SECURITY AND GUARANTEE AGREEMENT, dated as of January 3, 2025 (this “Amendment”), by and among GEE GROUP INC., an Illinois corporation (“GEE Group”), the Subsidiaries of GEE Group listed on the signatures pages to the Loan Agreement (as defined below) as Borrowers or otherwise joined as a Borrower thereunder from time to time (each, a “Borrower”, and collectively, “Borrowers”), the other Persons from time to time party to the Loan Agreement (as defined below) as Guarantors, the Lenders signatory hereto, and FIRST-CITIZENS BANK & TRUST COMPANY (“FCB”), as agent for the Lenders (in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, Agents and the Lenders have entered into that certain Loan, Security and Guarantee Agreement, dated as of May 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; all capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Loan Agreement);

WHEREAS, GEE Group has notified the Agent and Lenders of its intent to purchase from Laurel Lynn Bruce, an individual residing in the State of Georgia, acting in her capacity both as a shareholder of the Target and as the “Shareholders’ Representative”, and Lawrence Scott Bruce, an individual residing in the State of Georgia (collectively, the “Hornet Sellers”), 100% of the equity interests of Hornet Staffing, Inc., a Georgia corporation (the “Target”), pursuant to the terms of that certain Stock Purchase Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all exhibits, schedules and disclosure schedules thereto, collectively, the “Hornet Purchase Agreement”), by and among GEE Group, as Buyer, Target and Hornet Sellers, for a base purchase price of $1,500,000 (the “Purchase Price”), of which $1,110,000 shall be funded by cash on GEE Group’s balance sheet and $400,000 shall be funded by issuance of the Hornet Seller Notes (as defined below) (such transaction, the “Hornet Acquisition”); and

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders (i) consent to the Hornet Acquisition and (ii) make certain amendments to the Loan Agreement, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the promises and the agreements hereinafter contained, the parties hereto agree as follows:

1. Consent. Effective as of the Amendment No. 3 Effective Date (as defined below), and subject to the terms and conditions set forth herein and notwithstanding anything to the contrary set forth in Sections 10.2.5, 10.2.9 and 10.2.10 of the Loan Agreement to the contrary, Agent and Lenders hereby consent to the Hornet Acquisition, provided that no later than thirty (30) days after the Amendment No. 3 Effective Date (or such longer period of time as Agent may agree to in its sole but reasonable discretion), Obligors shall cause the Target to join the Loan Agreement as a Borrower and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all assets of the Target, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem reasonably appropriate.

2. Amendment to Loan Agreement . Effective as of the Amendment No. 3 Effective Date (as defined below), and subject to the terms and conditions set forth herein, the Loan Agreement shall be amended as follows:

(a) Section 1.1 of the Loan Agreement shall be amended by inserting the following new definitions thereto in their appropriate alphabetical order as follows:

Hornet Seller Subordinated Debt: unsecured Debt incurred by GEE Group pursuant to the Hornet Seller Notes that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Agent pursuant to documentation in form and substance satisfactory to Agent, in its sole but reasonable discretion.

Hornet Seller Notes: (i) the Subordinate and Unsecured Promissory Note, dated as of January 3, 2025 by GEE Group in favor Laurel Lynn Bruce, in the original principal amount of $240,000 and (ii) the Subordinate and Unsecured Promissory Note, dated as of January 3, 2025 by GEE Group in favor Lawrence Scott Bruce, in the original principal amount of $160,000.

(b) Section 10.2.1 of the Loan Agreement shall be amended by amending and restating clause (b) thereof as follows:

“(b) the Hornet Seller Subordinated Debt;”

(c) Section 10.2.8 of the Loan Agreement shall be amended and restated in its entirety as follows:

“10.2.8 Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to (a) the Hornet Seller Subordinated Debt or (b) the PPP Loans or other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent); provided that (i) payments on the Hornet Seller Subordinated Debt and (ii) prepayments of the PPP Loans shall be permitted so long as (x) no Default or Event of Default has occurred and is continuing and (y) Availability (over the 30 day period prior to the proposed transaction and after giving effect thereto) would, on a pro forma basis, be at least 10.0% of the Loan Cap.”

(d) Section 11.1 of the Loan Agreement shall be amended by amending and restating clause (f) thereof as follows:

“(f) Any breach or default (after the expiration of all applicable notice and cure periods contained therein) of an Obligor occurs under (i) any Hedging Agreement; (ii) the Hornet Seller Notes; (iii) any agreement or document governing or giving rise to the PPP Loans, or (iv) any instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $1,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;”

3. References to Amended Loan Agreement . This Amendment is an amendment to the Loan Agreement. Unless the context of this Amendment otherwise requires, the Loan Agreement and this Amendment shall be read together and shall have the effect as if the provisions of the Loan Agreement and this Amendment were contained in one agreement. This Amendment shall be a Loan Document for all purposes under the Loan Agreement.

4. Full Force and Effect. As expressly modified by this Amendment, all of the terms and conditions of the Loan Agreement and the other Loan Documents shall continue in full force and effect, and all parties hereto shall be entitled to the benefits thereof, as applicable. This Amendment is limited as written and shall not be deemed (a) to be an amendment of or a consent under or waiver of any other term or condition of any of the Loan Documents or (b) to prejudice any right or rights which the Lenders now have or may have in the future under or in connection with the Loan Agreement or the other Loan Documents.

5. Consent and Reaffirmation of Guarantors. Each Guarantor, by its signature below, hereby (a) acknowledges and agrees to the terms and conditions set forth in this Amendment, (b) agrees that nothing in this Amendment in any way impairs or lessens its liabilities under the Loan Documents to which it is a party or by which it is bound, and (c) reaffirms all of its obligations and liabilities under all such Loan Documents.

6. Reaffirmation of Collateral. Each Obligor confirms the continued validity and effectiveness of the Security Documents and of all grants of liens, security and other interests in the Collateral made in connection with the closing under the Loan Agreement.

7. Conditions. This Amendment shall become effective as of the first date written hereof (such date being referred to as the “Amendment No. 3 Effective Date”) when each of the following conditions shall have been satisfied:

(a) receipt by the Agent of an executed counterpart of this Agreement which has been executed by each Lender, each Borrower, each Guarantor and the Agent;

(b) receipt by the Agent of a duly executed copy of a Collateral Assignment of the Hornet Purchase Agreement by GEE Group in favor of Agent, in form and substance reasonably satisfactory to Agent;

(c) receipt by the Agent of duly executed copies of (i) the Hornet Purchase Agreement, (ii) the Hornet Seller Notes, and (iii) each other document, instrument, agreement or certificate entered into in connection therewith, each in form and substance reasonably satisfactory to Agent;

(d) receipt by the Agent of UCC, tax and judgment lien searches with respect to the Target in such jurisdictions as the Agent shall reasonably require, and the results of such searches shall be reasonably satisfactory to the Agent;

(e) receipt by the Agent of customary payoff letters and release or termination documents with respect the Target, in form and substance reasonably satisfactory to Agent;

(f) receipt by the Agent of all documentation and other information about the Target required under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act; and

(g) such other documents and instruments as the Agent or any Lender may reasonably request.

8. Representations and Warranties of the Obligors. In order to induce the Lenders to enter into this Amendment, each Obligor makes the following representations and warranties, which representations and warranties shall survive the execution and delivery hereof:

(a) Each of the Loan Agreement and the other Loan Documents are in full force and effect;

(b) Each of the Loan Agreement, the other Loan Documents and this Amendment have been duly authorized, executed and delivered by the parties thereto and constitute legal, valid and binding obligations of each Obligor, enforceable against such Obligor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally;

(c) No Obligor has any offset, defense or counterclaim with respect to any of their obligations under the respective Loan Documents, as amended hereby (any such offset, defense or counterclaim as may now exist being hereby irrevocably waived by each Obligor);

(d) After giving effect to this Amendment, no Default nor Event of Default has occurred and is continuing;

(e) All of the representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (except (i) to the extent such representation and warranty is by its terms subject to materiality, in which case, such representation or warranty shall be true and correct in all respects and (ii) for representations and warranties that relate solely to an earlier date);

(f) Neither the execution and delivery of this Amendment by each Obligor, nor consummation by such Obligor of the transactions contemplated herein, nor compliance by such Obligor with the terms, conditions and provisions hereof (or of the Loan Agreement or the other Loan Documents as amended hereby) will conflict with or result in a breach of any of the terms, conditions or provisions, as applicable, of (i) any Obligor’s Organic Documents, (ii) any agreement or instrument to which any Obligor is a party or by which the property of any Obligor is or may be bound, (iii) any judgment or order, writ, injunction or decree of any court, or (iv) any Applicable Law; and

(g) No action of, or filing with, any governmental or public body or authority, or any other Person, is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment by each Obligor.

9. Governing Law. This Amendment, and any claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of relating to this Amendment and the transactions contemplated hereby shall be governed by and construed in accordance with, federal law and the laws of the State of New York (without regard to the conflicts of law principles thereof that would call for the application of the laws of another jurisdiction).

10. Release.

(a) Each Obligor signatory hereto hereby releases and forever discharges Agent and Lenders and their respective parents, subsidiaries and affiliates, past or present, and each of them, as well as their respective directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated, and each of them (collectively, the “Releasees”), from and against any and all claims, demands, liens, actions, suits, causes of action in law or equity, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected or unsuspected by such Obligor, and whether concealed or hidden (collectively, “Claims”), which such Obligor now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”).

(b) Each Obligor represents, warrants and agrees, that in executing and entering into this release, it is not relying and has not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment, the Loan Agreement or the other Loan Documents. Each Obligor has reviewed this release with such Obligor’s legal counsel, and understands and acknowledges the significance and consequence of this release. Each Obligor understands and expressly assumes the risk that any fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to such Obligor or believed by such Obligor to be true. Nevertheless, each Obligor intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or rescission by reason of any such difference in facts.

(c) Each Obligor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claims released, remised and discharged by such Obligor pursuant to this Section 10. If any Obligor violates the foregoing covenant, such Obligor agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

11. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all which when taken together shall constitute a single agreement. Any signature delivered by a party by facsimile transmission or electronically (via “PDF” or similar format) shall be deemed to be an original signature hereto.

[Signatures appear on the following pages.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

[Signature Page to Consent and Amendment No. 3 to Loan, Security and Guarantee Agreement]

[Signature Page to Consent and Amendment No. 3 to Loan, Security and Guarantee Agreement]

[Signature Page to Consent and Amendment No. 3 to Loan, Security and Guarantee Agreement]