The Staffing Group, Ltd. (OTCBB:TSGL) announced that it has entered into a securities purchase agreement for a private placement of a 12% convertible promissory note for gross proceeds of $80,000 with existing investor Labor Smart, Inc. on December 18, 2015. As further consideration of entering into the agreement, the company shall issue 1 share of Series A preferred stock to the investor. Additionally, as a part of the transaction, the investor shall receive a right to nominate one person on the company's board of directors.

The note accrues interest at a fixed rate of 12% per annum and would mature on December 16, 2016. In the event of any default, the note shall accrue interest at the rate of 24% per annum. The company has the right to pay the accrued interest in cash or stock.

The holder of the note has the right, at any time and from time to time, to convert the principal amount into shares of the company's common stock at a conversion price equal to 75% of the market price. The note issued in the transaction is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders and will not impose personal liability upon the holder thereof. The holder of the note has the right to pre-pay the notes within 120 days of the issuance date.

Each party to the agreement shall be responsible for their own respective accounting, legal, advisory or any other expenses incurred in the preparation, negotiation, and execution of the agreement. The company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this agreement. The transaction is expected to close on or about December 18, 2015.