GEE GROUP, INC (NYSEMKT:JOB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On January 20, 2017, GEE Group, Inc. (the Company) entered into
Addendum No. 1 (the Addendum) to the Stock Purchase Agreement
dated as of January 1, 2016 (the Palladin Agreement) by and among
the Company and Enoch S. Timothy and Dorothy Timothy
(collectively, the Sellers). to the terms of the Addendum, the
Company and the Sellers agreed (a) that the conditions to the
Earnouts (as defined in the Pallidin Agreement) had been
satisfied or waived and (b) that the amounts payable to the
Sellers in connection with the Earnouts shall be amended and
restructured as follows: (i) the Company shall pay $250,000 in
cash to the Sellers on or prior to January 31, 2017 (the Earnout
Cash Payment) and (ii) the Company shall issue to the Sellers a
subordinated promissory note in the principal amount of
$1,000,000 (the Subordinated Note), The Subordinated Note shall
bear interest at the rate of 5.5% per annum. Interest on the
Subordinated Note shall be payable monthly. The Subordinated Note
shall have a term of three years and may be prepaid without
penalty. The principal of and interest on the Subordinated Note
may be paid, at the option of the Company, either in cash or in
shares of common stock of the Company or in any combination of
cash and common stock. The Sellers have agreed that all payments
and obligations under the Subordinated Note shall be subordinate
and junior in right of payment to any Senior Indebtedness (as
defined in the Palladin Agreement) now or hereafter existing to
Senior Lenders (current or future) (as defined in the Palladin
Agreement).

Also, on January 20, 2017, the Company, Triad Personnel Services,
Inc. (TPS), Business Management Personnel, Inc. (BUMPS), BMPS,
Inc. (BMPSOH), BMCH, Inc. (BMCH), BMCHPA, Inc.(BMCHPA), Triad
Logistics, Inc. (Triad), Scribe Solutions, Inc. (Scribe), Agile
Resources, Inc. (Agile), Access Data Consulting Corporation
(Access Data) and Paladin Consulting, Inc., (Paladin and
collectively with the foregoing, the Borrowers), and ACF FINCO I
LP, f/k/a Keltic Financial Partners II, LP (Lender) entered into
a Tenth Amendment, Consent and Waiver dated as of January 20,
2017 (the Amendment) to the Loan and Security Agreement dated
September 27, 2013, as amended by a First Amendment effective as
of December 31, 2013, by a Second Amendment effective as of
December 3, 2014, by a Third Amendment, Consent and Waiver
effective as of April 1, 2015 and by a Fourth Amendment, Consent
and Waiver effective as of June 15, 2015, by a Fifth Amendment,
Consent and Waiver dated as of August 1, 2015, by a Sixth
Amendment, Consent and Waiver dated as of September 18, 2015, by
a Seventh Amendment, Consent and Waiver effective as of October
4, 2015, by an Eighth Amendment Consent and Waiver effective as
of January 1, 2016 and by a Ninth Amendment Consent and Waiver
effective as of September 27, 2016 by and among the Borrowers and
the Lender (as so amended, the Credit Agreement and, as amended
by the Amendment, the Amended Credit Agreement). to the
Amendment, the Lender agreed (i) to consent to the Companys
execution and delivery of the Addendum and the consummation of
the transactions contemplated by the Addendum, (ii) to allow the
Company to pay the Earnout Cash Payment to the Sellers, (iii) to
allow the Company to issue the Subordinated Note to the Sellers
and (iv) to amend the terms of the Credit Agreement to reflect
the amended and restructured terms of the Earnouts. In connection
with the execution and delivery of the Amendment, the Sellers and
the Lender executed and delivered Amendment No. 1 dated January
20, 2017 to the Subordination Agreement between the Sellers and
the Lender dated as of January 1, 2016.

Also in connection with the execution of the Amendment, the
Borrowers, the Validity Party, the Guarantor, the Subordinated
Creditors and the Lender executed and delivered a Reaffirmation
Agreement effective as of January 20, 2017 (the Reaffirmation
Agreement) to which, among other things, (i) the Borrowers
reaffirmed their obligations to Lender under each of the Loan
Documents (as defined in the Reaffirmation Agreement), (ii) the
Validity Party (as defined in the Reaffirmation Agreement)
reaffirmed his obligations under the Validity Agreement (as
defined in the Reaffirmation Agreement) and each of the Loan
Documents, (iii) the Guarantor (as defined in the Reaffirmation
Agreement) reaffirmed his obligations under the Amended and
Restated Guaranty Agreement dated on or about September 27, 2013
and each of the Loan Documents and (iv) each of the Subordinated
Creditors (as defined in the Reaffirmation Agreement) reaffirmed
its obligations under its respective Subordination Agreement (as
defined in the Reaffirmation Agreement).

Copies of the Addendum and the Amendment are attached hereto as
Exhibits 10.1, and 10.2, respectively. The descriptions of the
Addendum and the Amendment contained in this Current Report on
the Form 8-K are qualified in their entirety by reference to
Exhibits 10.1 and 10.2.

Item2.03 Creation of a Direct Financial
Obligation.

The information contained in Item 1.01 of this Form is hereby
incorporated by reference into this Item 2.03. A copy of the
Subordinated Note is attached hereto as Exhibit 4.1. The
description of the Subordinated Note contained in this Current
Report on Form 8-K is qualified in its entirety by reference to
Exhibit 4.1.

Item3.02Unregistered Sales of Equity
Securities.

The information contained in Item 1.01 of this Form is hereby
incorporated by reference into this Item 3.02. The shares of
Company common stock which may be issued to Sellers as payment of
the principal of or interest on the Subordinated Note will not be
registered under the Securities Act of 1933, as amended (the
Act). Each of the Sellers is an accredited investor. The issuance
of the shares of Company common stock to each of the Sellers is
exempt from the registration requirements of the Act in reliance
on an exemption from registration provided by Section 4(2) of the
Act.

Item 9.01 Financial Statements and Exhibits.

About GEE GROUP, INC (NYSEMKT:JOB)

GEE Group Inc., formerly General Employment Enterprises, Inc., is a provider of specialized staffing solutions. The Company operates through two segments: contract staffing services and direct hire placement. The Company’s professional staffing services provide information technology, engineering, medical and accounting professionals to clients on either a regular placement basis or a temporary contract basis. The Company’s industrial staffing business provides weekly temporary staffing for light industrial clients, primarily in Ohio. The Company and its subsidiaries provide professional placement services specializing in the placement of information technology, engineering, and accounting professionals, and medical data entry assistants (medical scribes) specializing in electronic medical records (EMR) services for emergency departments, specialty physician practices and clinics, for direct hire and contract staffing, and temporary staffing services in light industrial staffing.

GEE GROUP, INC (NYSEMKT:JOB) Recent Trading Information

GEE GROUP, INC (NYSEMKT:JOB) closed its last trading session up +0.07 at 5.16 with 3,538 shares trading hands.