Agreement for Purchase of Debt, dated February 8, 2018, between Longbridge Recruitment 360 Ltd and HSBC Invoice Finance (UK) Limited

On the Start Date, the Client assigns all Existing Debts, Future Debts and Non-Notifiable Debts to HIF (as beneficial owner in relation to Northern Irish Debts). Each Debt created after the Start Date automatically and immediately belongs to HIF. HIF is not obliged to reassign a Debt to the Client.

The Client, by way of security, irrevocably appoints HIF, and any person to whom HIF transfers rights and/or obligations under this Agreement (with full power of substitution and delegation), to act on the Client's behalf to (a) sign any deeds and documents, (b) complete or endorse any instruments, (c) conduct or defend any proceedings and (d) take such other steps that HIF considers necessary to obtain payment or perfect HIF's ownership of any Debt or to secure performance of any of the Client's obligations to HIF or any Customer.

Where the Client is acting as trustee under any Scottish Trust then the words "on its own account and as trustee under any Scottish Trust" are inserted after the word "security" in clause 3.1.

: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW

The Chairman reported that notice of the meeting had been given to all those persons entitled to receive notice and, a quorum being present, the Chairman declared the meeting open.

There was produced to the meeting a form of agreement for the purchase of debts together with its schedule and accompanying Standard Terms and Conditions to be entered into between HSBC Invoice Finance (UK) Limited (“HIF”) and the Company (the "Agreement").

After giving consideration to the requirements set out in sections 171 to 177 of the Companies Act 2006, it was unanimously agreed that the entry into and execution of the Agreement was in the commercial interest of and for the benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole.

After careful consideration by the directors of the terms of the Agreement and of the nature and scale of the liabilities undertaken by the Company under the Agreement, it was unanimously resolved that:

it was, in the good faith judgment of all the directors present, for the commercial benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole to enter into the Agreement;

the terms of and the transactions contemplated by the Agreement be approved;

the Agreement should be executed on behalf of the Company as a deed;

any two directors, or any director and the company secretary, or any director in the presence of an attesting witness (“Authorised Signatories”) be authorised to execute and deliver the Agreement as a deed for and on behalf of the Company and that (in either case) the same may be delivered to HIF with such amendments as the Authorised Signatories may agree with HIF;

any one or more authorised signatory (as defined in section 44(3) of the Companies Act 2006) be authorised to approve and execute any further documents, certificates and notices to be signed and/or despatched by the Company under or in connection with the Agreement; and

a copy of this resolution be endorsed on the Agreement.

United Kingdom, Ireland, the Isle of Man and the Channel Islands

United Kingdom, Ireland, the Isle of Man and the Channel Islands:

United Kingdom, Ireland, the Isle of Man and the Channel Islands: 50 days        

English law governs this Agreement

12 months

The following categories are added to the definition of Non-Notifiable Debt in the Terms & Conditions:

90 per cent in respect of Permanent Placements (as defined in Special Term 8 (d))

90 per cent in respect of placements where a hire is placed with the Client’s customer on a temporary basis

United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 60 days from invoice date

0.141 per cent

1.80 per cent

N/A

(a) For Sterling payments nil for each requested payment by CHAPS, TT or any other  same day payment service to an HSBC Bank plc account held and administered in the United Kingdom;

(b) For payments in currencies other than Sterling a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service to an HSBC Bank plc account held and administered in the United Kingdom; and

Nil  

CBS Butler Limited – Registered Number:  01654251 and

After the Commencement Date HIF may in its discretion:

agree to enter into an agreement for the purchase of debts with a person and add that Associates as a Connected Client; and

agree to terminate an agreement for the purchase of debts with a Connected Client

An Associate will become or cease to be a Connected Client on the date that HIF confirms the names of the Connected Clients to the Client and the other Connected Clients.

HIF may, at its discretion treat the occurrence of a Termination Event under an agreement for the purchase of debts entered into between HIF and a Connected Client (each a “Connected Agreement”) as a Termination Event under the Agreement.

HIF shall only be obliged to treat Debts payable by Customers of the Connected Clients in respect of the provision of Permanent Placements as Eligible Debts to the extent that they, in aggregate, do not exceed 20 per cent of the aggregate amount of all Eligible Debts payable by Customers of the Connected Clients at any one time.

The Client undertakes that other than in the ordinary course it will not, without HIF’s written consent

(not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of cash to Staffing 360 Solutions Inc or to any other US company owned by (either directly or indirectly) Staffing 360 Solutions Inc. (collectively, “Staffing 360”).  For purposes of this clause, “ordinary course” transfers shall be understood to mean (i) reimbursement for expenses made by Staffing 360 on behalf of the Client and (ii) any payments made for the purposes of satisfying the obligations associated with the Promissory Note between the Client and Staffing 360 Solutions Inc.. Consent requests must be (i) delivered in writing to HIF not less than 7 working days prior to the date of the proposed transfer of cash and (ii) accompanied by an Approved Spreadsheet in respect of that proposed transfer of cash.

Notwithstanding any other term of this Agreement, if the Client fails to satisfy the Debt Turn key performance indicator in accordance with paragraph 8 (f) above, the Client shall discuss with HIF whether or not any changes need to be made to this Agreement taking into consideration the extent of the breach of the Debt Turn key performance indicator.

The Debt Turn key indicator specified in Paragraph 8 (f) of the Schedule shall be calculated on an aggregate basis in respect of the Connected Clients.

In relation to Condition 2, HIF and the Client agree that Debts shall be Notified by the Client every 31 days.

In addition to the undertakings given by the Client in Condition 13, the Client also undertakes:

To ensure that:

where necessary, the Client and/or the Customer possess all licences required to export/import the relevant goods; and

the Client and the Customer comply with all laws and/or regulations applicable to the import or export of the relevant goods including, but not limited to, any exchange control regulations; and

To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof) ending 31 March (or for such other period as HIF may specify from time to time).  Such declaration to be supplied to HIF within 30 days of the end of the relevant period.

Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating any CP Payment payable by HIF to the Client under the provisions of Condition 8.4, the Spot Rate of Exchange on the date of payment shall be used.  Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client.

HIF will not provide Credit Protection in respect of any particular Debt if:

the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit Protection Limit; or

there has been any breach by the Client of any term specified by HIF in this Agreement or otherwise in writing as being a condition of its approval of the relevant Credit Protection Limit

For the purposes of Condition 8.2 (f) events of “Force Majeure” shall include

Condition 17 (Recourse and Reassignment) of the standard terms and conditions shall not apply to this Agreement.