On March 29, 2016, with an effective date of April 5, 2016, The Staffing Group, Ltd. entered into a Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, pursuant to which TCA agreed to loan up to a maximum of three million dollars ($3,000,000.00) to working capital purposes. A total of $1,300,000 was funded by TCA in connection with the closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Senior Secured Revolving Convertible Promissory Note (the Revolving Note), the repayment of which is secured by Security Agreements executed by 51% owned subsidiary, The Staff Fund I, LLC.

Pursuant to the Security Agreements, the repayment of the Revolving Note is secured by a security interest in substantially all of assets in favor of TCA. The initial Revolving Note in the amount of $1,300,000 is due and payable along with interest thereon on October 5, 2016, and bears interest at the minimum rate of 12% per annum, increasing to 18% per annum upon the occurrence of an Event of Default, as defined in the Credit Agreement. Upon an Event of Default, TCA shall have the right to convert all or any portion of the Revolving Note into shares of the Company's common stock.

The conversion rate shall be 85% of the lowest VWAP of the Company's stock for the five days preceding the conversion date. The company also agreed to pay TCA an advisory fee of $750,000, payable in shares of the Company's Series B Preferred Stock.