EX-10.14 3 kelya-20240603xexh1014.htm EXHIBIT 10.14
Exhibit 10.14
AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
This Amendment to Amended and Restated Pledge and Security Agreement, dated as of May 29, 2024 (this "Amendment"), is among Kelly Services, Inc., a Delaware corporation (the “Borrower”), Kelly Properties, LLC, a Delaware limited liability company, Kelly Outsourcing and Consulting Group Australia, Ltd., a Delaware corporation, Kelly Services Global, LLC, a Michigan limited liability company, Kelly Services USA, LLC, a Michigan limited liability company, NextGen Global Resources LLC, a Delaware limited liability company, Teachers On Call, Inc., a Minnesota corporation, Global Technology Associates, LLC, a Virginia limited liability company, Greenwood/Asher & Associates, LLC, a Florida limited liability company, Softworld, LLC, a Delaware limited liability company, and Pediatric Therapeutic Services LLC, a Delaware limited liability company (each of the foregoing, including the Borrower, a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”).
RECITAL
The Grantors and the Administrative Agent are parties to an Amended and Restated Pledge and Security Agreement dated as of December 5, 2019, as amended (as amended and as it may be further amended or modified from time to time, the “Security Agreement”). The Grantors desire to amend the Security Agreement as set forth herein, and the Administrative Agent is willing to do so in accordance with the terms hereof. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Security Agreement.
AGREEMENT
In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
ARTICLE 1. AMENDMENTS TO SECURITY AGREEMENT
Upon the satisfaction of the conditions specified in Article 3 hereof, the Security Agreement is amended as of the date hereof as follows:
1.1 Reference to “65% of the outstanding voting stock” in Section 2.2(iv) shall be deleted and replaced with “65% of the Equity Interests”.
1.2 Reference to “$10,000,000” in Section 2.2(ix) shall be deleted and replaced with “$25,000,000”.
1.3 Section 2.2(xi) shall be deleted in its entirety and replaced with the following:
(xi) (a) the Equity Interests, if any, in The Kelly Services, Inc. Foundation, a non-profit Michigan corporation, and The Kelly Relief Fund, a non-profit Michigan corporation and (b) the Equity Interests, if any, in any Immaterial Subsidiary; and
1.4 Each reference to “Closing Date” in Section 3.3, Section 3.4, Section 3.5 and Section 3.9 shall be deleted and replaced with a reference to “Third Amendment Effective Date”.

1.5 Section 3.10(a) shall be amended by adding the following language in the first line after the reference to “complete and accurate listing”: “as of the Third Amendment Effective Date”.
1.6 Reference to “Effective Date” in Section 3.10(b) shall be deleted and replaced with “Third Amendment Effective Date”.
1.7 The first sentence of Section 3.13(a) shall be amended to read as follows:
(a) Exhibit F sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor; provided that, Exhibit F may include Equity Interests in Minority Investments that are Excluded Collateral under Section 2.2(ix).
1.8 Section 3.13(d) shall be deleted in its entirety and replaced with the following:
(d) Notwithstanding anything to the contrary in this Security Agreement or in any other Loan Document, each Grantor shall:
(i) deliver to the Administrative Agent the originals of all “Notes or other Instruments Payable to the Company” as described in Exhibit F which evidence amounts payable to any Grantor in excess of $25,000,000 with respect to any single Instrument, together with appropriate endorsements duly executed in blank;
(ii) other than Excluded Collateral, deliver to the Administrative Agent originals of all instruments and certificates evidencing the Equity Interests of all Domestic Subsidiaries described in Exhibit F (other than any instruments and certificates previously delivered to the Administrative Agent), together with appropriate stock powers, endorsements or other powers duly executed in blank;
(iii) other than Excluded Collateral, deliver to the Administrative Agent originals of all instruments and certificates evidencing Equity Interests of all Material Foreign Subsidiaries (to the extent the Equity Interests is certificated) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank;
(iv) [Reserved]
(v) after the occurrence of a Default, other than any Excluded Collateral (A) deliver to the Administrative Agent originals of all instruments and certificates evidencing Equity Interests of all Foreign Subsidiaries (to the extent the Equity Interests is certificated and it has not previously been delivered to the Administrative Agent) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank and (B) take such other action in the local jurisdiction of any Foreign Subsidiary with respect to the Equity Interests of any Foreign Subsidiary requested by the Administrative Agent to create and perfect the first priority security interest in any such Equity
2

Interests, including without limitation opinions of counsel and other documents and requirements requested by the Administrative Agent.
1.9 Section 4.6(a) shall be deleted in its entirety and replaced with the following:
(a) Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any issuer of an Equity Interest of a wholly owned Subsidiary constituting Pledged Collateral to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Liens permitted under Section 4.1(e) or dispositions of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity other than as permitted in the Credit Agreement, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.
1.10 Section 4.6(e) shall be deleted in its entirety and replaced with the following:
(e) Foreign Subsidiaries. All Foreign Subsidiaries as of the Third Amendment Effective Date are listed on Exhibit F hereto.
1.11 Each reference to “$5,000,000” in Section 4.8, Section 4.9 and Section 4.10 shall be deleted and replaced with “$10,000,000”.
1.12 The forms of Exhibits A, B, C, D, E, F, G and H shall be replaced with the forms of Exhibits A, B, C, D, E, F, G and H attached to this Amendment; provided, that, the Grantors may, within 10 days after the Third Amendment Effective Date (as defined in the Credit Agreement), deliver to the Administrative Agent an update to Exhibit D which shall be deemed delivered as of the Third Amendment Effective Date (as defined in the Credit Agreement) and shall replace the form of Exhibit D delivered on the Third Amendment Effective Date.
ARTICLE 2. REPRESENTATIONS
In order to induce the Administrative Agent to enter into this Amendment, the Grantors represent and warrant to the Administrative Agent that the following statements are true, correct and complete:
2.1 The execution, delivery and performance of this Amendment are within each Grantor’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders.
2.2 This Amendment has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
2.3 After giving effect to the amendments herein contained and the satisfaction of the condition described in Article 3 below, all of the representations and warranties contained in the Security Agreement or Article V of the Credit Agreement are true, correct, and complete in all material respects as
3

of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and no Default has occurred and is continuing.
ARTICLE 3. CONDITIONS PRECEDENT
This Amendment shall be effective as of the date hereof when each of the following is satisfied:
3.1 The Grantors and the Administrative Agent shall have executed this Amendment.
ARTICLE 4. MISCELLANEOUS
4.1 References in the Loan Documents to the Security Agreement shall be deemed to be references to the Security Agreement as amended hereby and as further amended from time to time. This Amendment is a Loan Document.
4.2 Each of the Grantors acknowledges and affirms that the Security Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Security Agreement, except as amended by this Amendment, remain unmodified and in full force and effect.
4.3 Each of the Grantors acknowledges, agrees and represents that all existing Collateral (after giving effect to this Amendment) granted by the Security Agreement continues with the same priority as originally granted (other than with respect to Liens permitted pursuant to the Credit Agreement), and such pledge and security interest in such existing Collateral secures, without limitation and among other liabilities secured thereby, all present and future Secured Obligations, and each such Grantor does hereby confirm the grant of the security interests and Liens granted in the Security Agreement to secure the Secured Obligations.
4.4 This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks. This Amendment shall not be deemed to have otherwise prejudiced any present or future right or rights which the Administrative Agent now has or may have under the Security Agreement or in any other Loan Document and, in addition, shall not entitle any Grantor to a waiver, amendment, modification or other change to, of or in respect of any provision of Security Agreement or in any other Loan Document in the future in similar or dissimilar circumstances. This Amendment may be executed (as applicable) in several counterparts as deemed necessary or convenient, each of which, when so executed, will be deemed an original, provided that all such counterparts will be regarded as one and the same document, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement. Any signature delivered by a party by facsimile or electronic transmission will be deemed to be an original signature hereto.
4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
GRANTORS:

KELLY SERVICES, INC.
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

KELLY PROPERTIES, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

KELLY OUTSOURCING AND CONSULTING
GROUP AUSTRALIA, LTD., formerly known as Kelly
Services (Australia), Ltd.
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

KELLY SERVICES GLOBAL, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

KELLY SERVICES USA, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

Signature Page
Amendment to Amended and Restated Pledge and Security Agreement

NEXTGEN GLOBAL RESOURCES LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

TEACHERS ON CALL, INC.
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

GLOBAL TECHNOLOGY ASSOCIATES, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

GREENWOOD/ASHER & ASSOCIATES, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

SOFTWORLD, LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

PEDIATRIC THERAPEUTIC SERVICES LLC
By: /s/ Michael Orsini
Print Name: Michael Orsini
Title: Treasurer

Signature Page
Amendment to Amended and Restated Pledge and Security Agreement

ADMINISTRATIVE AGENT

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ Alaina Moran
Name: Alaina Moran
Title: Authorized Officer

Signature Page
Amendment to Amended and Restated Pledge and Security Agreement

EXHIBIT A
(See Sections 3.2, 3.3, 3.4, 3.6, 3.9 and 4.1 of Security Agreement)
NOTICE ADDRESS FOR ALL GRANTORS
Kelly Services, Inc.
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
Facsimile: (248)244-5557
INFORMATION AND COLLATERAL LOCATIONS OF
KELLY SERVICES, INC.
I. Name of Grantor: Kelly Services, Inc.
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Corporation
IV. Organizational Number assigned by State of Incorporation or Organization:
04-59010
V. Federal Identification Number: 38-1510762
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Places of Business/Locations of Collateral as of the Third Amendment Effective Date:
(a) Properties Owned by the Grantor:
See attached.
(b) Properties Leased by the Grantor (Include Landlord's Name):
See attached.
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-1

A-2

A-3

INFORMATION AND COLLATERAL LOCATIONS OF
KELLY PROPERTIES, LLC
I. Name of Grantor: Kelly Properties, LLC
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
4723252
V. Federal Identification Number: 38-2964567
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Places of Business/Locations of Collateral as of the Third Amendment Effective Date:
(a) Properties Owned by the Grantor:

ADDRESS | PARCEL NO |
885 BEACH RD, HARBOR SPRINGS, MI 49740 | 24-08-16-16-351-114 | CONDO

(b) Properties Leased by the Grantor (Include Landlord's Name):

LANDLORD | ADDRESS | PARCEL NO |
Kelly’s Offices LLC | 999 WEST BIG BEAVER, TROY, MI 48084 | 88-20-28-101-034 | HDQTR

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-4

INFORMATION AND COLLATERAL LOCATIONS OF
KELLY OUTSOURCING AND CONSULTING GROUP AUSTRALIA, LTD.
I. Name of Grantor: Kelly Outsourcing and Consulting Group Australia, Ltd.
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Corporation
IV. Organizational Number assigned by State of Incorporation or Organization:
215-5640
V. Federal Identification Number: 52-1565878
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord’s Name):
Landlord: The Trust Company (Australia) Limited ACN 000 000 993
Suite 8.01, Level 8
333 George Street
Sydney
NSW 2000
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-5
51181705.2

INFORMATION AND COLLATERAL LOCATIONS OF
KELLY SERVICES GLOBAL, LLC
I. Name of Grantor: Kelly Services Global, LLC
II. State of Incorporation or Organization: Michigan
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
E6210T
V. Federal Identification Number: 47-3597831
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road, Suite 401A
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
None
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-6

INFORMATION AND COLLATERAL LOCATIONS OF
KELLY SERVICES USA, LLC
I. Name of Grantor: Kelly Services USA, LLC
II. State of Incorporation or Organization: Michigan
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
E6210R
V. Federal Identification Number: 47-3600855
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road, Suite 601A
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
None
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-7

INFORMATION AND COLLATERAL LOCATIONS OF
NEXTGEN GLOBAL RESOURCES LLC
I. Name of Grantor: NextGen Global Resources LLC
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization: 4708889
V. Federal Identification Number: 27-0610241
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
401 W A Street, Suite 960, San Diego, CA 92101
(Landlord - Broadway Lexington, LLC.)
300 S Wacker Dr., Suite 1313, Chicago, IL 60606
(Landlord - AG 300 South Wacker Owner LLC.)
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-8

INFORMATION AND COLLATERAL LOCATIONS OF
TEACHERS ON CALL, INC.
I. Name of Grantor: Teachers On Call, Inc.
II. State of Incorporation or Organization: Minnesota
III. Type of Entity: Corporation
IV. Organizational Number assigned by State of Incorporation or Organization: 623120100029
V. Federal Identification Number: 47-2617582
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
3001 Metro Drive, Suite 200, Bloomington MN
(Landlord – Metro Office Park)
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-9

INFORMATION AND COLLATERAL LOCATIONS OF
GLOBAL TECHNOLOGY ASSOCIATES, LLC
I. Name of Grantor: Global Technology Associates, LLC
II. State of Incorporation or Organization: Virginia
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
S4150696
V. Federal Identification Number: 76-0838187
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord’s Name):
1890 Preston White Dr, 150 Reston VA
Landlord: ELA Group LLC
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-10

INFORMATION AND COLLATERAL LOCATIONS OF
GREENWOOD/ASHER & ASSOCIATES, LLC
I. Name of Grantor: Greenwood/Asher & Associates, LLC
II. State of Incorporation or Organization: Florida
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
L20000350036
V. Federal Identification Number: 20-0685960
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
Landlord: Cochaca I, Inc.
The Summit Office Building
Units 203, 204, 205, 206
42 Business Centre Drive
Miramar Beach, FL 32550
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-11

INFORMATION AND COLLATERAL LOCATIONS OF
SOFTWORLD, LLC
I. Name of Grantor: Softworld, LLC
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
22030069020
V. Federal Identification Number: 04-3273385
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-12

INFORMATION AND COLLATERAL LOCATIONS OF
PEDIATRIC THERAPEUTIC SERVICES LLC
I. Name of Grantor: Pediatric Therapeutic Services LLC
II. State of Incorporation or Organization: Delaware
III. Type of Entity: Limited Liability Company
IV. Organizational Number assigned by State of Incorporation or Organization:
6759929
V. Federal Identification Number:
23-2983406
VI. Chief Executive Office and Mailing Address:
999 West Big Beaver Road
Troy, MI 48084
Attention: Treasurer
VII. Locations of Collateral:
(a) Properties Owned by the Grantor:
None
(b) Properties Leased by the Grantor (Include Landlord's Name):
Landlord: William Ciavarelli
525 Fayette Street, Conshohocken, OA 19428
(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):
None
A-13
51181705.2

EXHIBIT B
(See Sections 3.5 and 4.2 of Security Agreement)
DEPOSIT ACCOUNTS

Name of Grantor | Name of Institution | Account Number
Kelly Properties, LLC | JPMorgan Chase Bank | 152263
Kelly Services, Inc. | JPMorgan Chase Bank | 267156625
Kelly Services, Inc. | JPMorgan Chase Bank | 267156989
Kelly Services, Inc. | JPMorgan Chase Bank | 267157227
Kelly Services, Inc. | Bank of America | 3750677492
Kelly Services, Inc. | JPMorgan Chase Bank | 14870
Kelly Services, Inc. | JPMorgan Chase Bank | 267156096
Kelly Services, Inc. | Bank of America | 3359869594
Kelly Services, Inc. | Banco Popular | 030477204
Kelly Services, Inc. | Banco Popular | 030476968
Kelly Services, Inc. | JPMorgan Chase Bank | 267157581
Kelly Services, Inc. | JPMorgan Chase Bank | 1018456
Kelly Services, Inc. | JPMorgan Chase Bank | 1054725
Kelly Services, Inc. | US Bank, N.A. | 199380248872
Kelly Services, Inc. | US Bank, N.A. | 199380248880
Kelly Services, Inc. | US Bank, N.A. | 130118020572
Kelly Services, Inc. | MUFG | 4910006725
Kelly Services, Inc. | Bank Mendes Gans | NL33BKMG0261190598
Kelly Services, Inc. | Bank Mendes Gans | NL25BKMG0261186280
Kelly Services, Inc. | Bank Mendes Gans | NL49BKMG0261104853
Kelly Services, Inc. | JPMorgan Chase Bank | 381816310
Kelly Services, Inc. | JPMorgan Chase Bank | 381816583
Kelly Outsourcing and Consulting Group Australia, Ltd. | Bank Mendes Gans | NL43BKMG0261190709
Kelly Outsourcing and Consulting Group Australia, Ltd. | ANZ | 012055-835833879
Kelly Outsourcing and Consulting Group Australia, Ltd. | ANZ | 012055-835833887
Kelly Services Global, LLC | Bank of America | 8188894442
Kelly Services Global, LLC | Bank of America | 8765332690
Kelly Services Global, LLC | MUFG | 4910007322
Kelly Services Global, LLC | US Bank | 199380422824
Kelly Services Global, LLC | US Bank | 130120275883
Kelly Services Global, LLC | JPMorgan Chase | 712305718
Kelly Services Global, LLC | JPMorgan Chase | 267390893
Kelly Services Global, LLC | JPMorgan Chase | 267391008
Kelly Services Global, LLC | JPMorgan Chase | 267391180
Kelly Services Global, LLC | JPMorgan Chase | 381817557

B-1

Kelly Services USA, LLC | Bank of America | 8188894447
Kelly Services USA, LLC | Bank of America | 8765332695
Kelly Services USA, LLC | MUFG | 4910007330
Kelly Services USA, LLC | US Bank | 199380422832
Kelly Services USA, LLC | US Bank | 130120275966
Kelly Services USA, LLC | JPMorgan Chase | 712312292
Kelly Services USA, LLC | JPMorgan Chase | 267391859
Kelly Services USA, LLC | JPMorgan Chase | 267392022
Kelly Services USA, LLC | JPMorgan Chase | 267392139
Kelly Services USA, LLC | JPMorgan Chase | 381816955
Global Technology Associates LLC | Bank Mendes Gans | NL06BKMG0261716727
Global Technology Associates LLC | JPMorgan Chase | 615582126
Global Technology Associates LLC | JPMorgan Chase | 615582316
Teachers On Call, Inc. | Bank Mendes Gans | NL77BKMG0261668986
Teachers On Call, Inc. | Bank of America | 435029120510
Teachers On Call, Inc | Bank of America | 435029120523
NextGen Global Resources LLC | Bank Mendes Gans | NL81BKMG0261716735
NextGen Global Resources LLC | JPMorgan Chase | 629917953
Softworld Inc. | JPMorgan Chase | 818330588
Softworld Inc. | JPMorgan Chase | 866757278
Softworld Inc. | Bank Mendes Gans | NL07BKMG0261755897
Softworld Inc. | Boston Private | 4081952
Greenwood/Asher & Associates LLC | Bank Mendes Gans | NL31BKMG0261750518
Greenwood/Asher & Associates LLC | Bank of America | 435046778851
Greenwood/Asher & Associates LLC | Bank of America | 435048055537
Pediatric Therapeutic Services | Bank Mendes Gans | NL98BKMG0261775308
Pediatric Therapeutic Services | PNC Bank | 8619700867

B-2

EXHIBIT C
(See Section 3.7 of Security Agreement)
LETTER-OF-CREDIT RIGHTS
None
CHATTEL PAPER
None
C-1

EXHIBIT D
(See Section 3.10 and 4.7 of Security Agreement)
INTELLECTUAL PROPERTY RIGHTS
See attached.
D-1

Mark | Country | File Date | Registration Date
KELLY | ARGENTINA | 11/26/2009 | 9/24/2010
KELLY TEMPORARY SERVICES | AUSTRALIA | 6/9/1988 | 2/5/1992
KELLYCONNECT | AUSTRALIA | 10/5/1999 | 3/3/2000
KER | AUSTRALIA | 12/23/1998 | 6/4/1999
KSR | AUSTRALIA | 3/26/1997 | 10/8/1997
PINPOINT | AUSTRALIA | 1/18/1995 | 2/22/2000
PINPOINT | AUSTRALIA | 8/15/1996 | 10/15/2001
KELLY ENGINEERING RESOURCES | AUSTRALIA | 12/23/1998 | 7/9/1999
KELLY GIRL | AUSTRALIA | 3/7/1979 | 3/7/1979
KELLY HEALTHCARE RESOURCES | AUSTRALIA | 10/9/2000 | 8/3/2001
KELLY MANAGEMENT SERVICES | AUSTRALIA | 10/9/1996 | 1/4/1999
KELLY PROFESSIONAL SERVICES | AUSTRALIA | 10/30/1991 | 3/13/1995
KELLY RECRUITMENT CONSULTANTS | AUSTRALIA | 1/11/1990 | 1/11/1993
KELLY SCIENTIFIC RESOURCES | AUSTRALIA | 10/9/1996 | 8/26/1997
KELLY SERVICES | AUSTRALIA | 3/24/1988 | 4/22/1992
KELLY | AUSTRALIA | 7/12/2006 | 6/10/2008
KELLY SCIENTIFIQUE | BENELUX | 7/28/1998 | 8/1/1999
KELLY TEMPORARY SERVICES | BENELUX | 1/10/1990 | 7/1/1990
KELLY UITZENDBUREAU | BENELUX | 12/21/1990 | 12/21/1990
KSR | BENELUX | 3/18/1997 | 4/1/1998
KELLY GIRL | BENELUX | 1/5/1966 | 5/12/1987
KELLY GIRL | BRAZIL | 9/26/1973 | 3/10/1976
KELLY | BRAZIL | 9/26/1973 | 3/10/1976
KELLY LAW REGISTRY | CANADA | 10/6/2000 | 6/3/2003
KELLY MANAGEMENT SERVICES | CANADA | 10/9/1996 | 11/1/1999
KELLY NOW | CANADA | 12/10/2021 |
KELLY RECRUITMENT CONSULTANTS | CANADA | 12/15/1993 | 5/19/1995
KELLY SCIENTIFIC RESOURCES | CANADA | 10/9/1996 | 10/28/1999
KELLY SCIENTIFIQUE | CANADA | 8/7/1998 | 10/3/2001
KELLY SERVICES | CANADA | 10/31/1967 | 2/14/1969
KELLY SERVICES & Design | CANADA | 11/19/1998 | 2/15/2000
KELLYCONNECT | CANADA | 5/14/1999 | 5/22/2002
KELLYSELECT | CANADA | 12/15/1993 | 10/20/1995
KELTRONICS | CANADA | 3/21/1995 | 2/20/1997
KES | CANADA | 8/6/2002 | 9/3/2003
KSR | CANADA | 3/19/1997 | 8/27/1999
ON DECK | CANADA | 10/24/2008 | 10/28/2010
PARTNERED STAFFING | CANADA | 12/23/1991 | 5/28/1993
PINPOINT | CANADA | 8/8/1996 | 12/15/1997
KELLY | CANADA | 12/7/1988 | 5/11/1990
KELLY CAREER NETWORK | CANADA | 9/26/2002 | 12/8/2003
KELLY EDUCATIONAL STAFFING | CANADA | 8/6/2002 | 9/7/2005
KELLY ENGINEERING RESOURCES | CANADA | 6/15/2004 | 1/9/2014
KELLY FINANCIAL RESOURCES | CANADA | 10/6/2000 | 6/3/2003
KELLY GIRL | CANADA | 12/19/1963 | 3/12/1965

D-2

KELLY HEALTHCARE RESOURCES | CANADA | 10/6/2000 | 3/20/2003
KELLY IT RESOURCES | CANADA | 9/5/2001 | 10/3/2003
KCN | CANADA | 9/26/2002 | 12/9/2003
KELLY GIRL | CHILE | 10/6/1983 | 11/14/1983
KELLY SERVICES | CHILE | 10/6/1983 | 11/14/1983
KELLY (In Chinese) | CHINA | 2/15/1990 | 1/30/1991
KELLY (In Chinese) | CHINA | 4/2/2015 | 8/14/2017
PINPOINT | CHINA | 6/19/2003 | 2/28/2005
BTI | CHINA | 9/17/2002 | 5/21/2004
KELLY SERVICES | COLOMBIA | 12/19/1986 | 12/22/1989
KELLY GIRL | COLOMBIA | 12/19/1986 | 12/22/1989
KSR | DENMARK | 3/19/1997 | 4/11/1997
KELLY | ECUADOR | 4/24/1990 | 12/20/1990
KELLY SERVICES & Design | EUROPEAN UNION (EUTM & RCD) | 5/22/2002 | 9/23/2003
KELLYCONNECT | EUROPEAN UNION (EUTM & RCD) | 10/4/1999 | 10/11/2000
KELLYOCG | EUROPEAN UNION (EUTM & RCD) | 8/4/2022 | 12/17/2022
PINPOINT | EUROPEAN UNION (EUTM & RCD) | 2/13/2004 | 4/27/2005
TONER GRAHAM | EUROPEAN UNION (EUTM & RCD) | 9/4/2008 | 4/29/2009
TONERGRAHAM | EUROPEAN UNION (EUTM & RCD) | 9/4/2008 | 6/9/2009
KELLY (Stylized) | EUROPEAN UNION (EUTM & RCD) | 8/11/2010 | 12/6/2010
KELLY ENGINEERING RESOURCES | EUROPEAN UNION (EUTM & RCD) | 3/12/2007 | 1/14/2008
KELLY FINANCIAL RESOURCES | EUROPEAN UNION (EUTM & RCD) | 10/9/2000 | 10/29/2001
KELLY HEALTHCARE RESOURCES | EUROPEAN UNION (EUTM & RCD) | 10/9/2000 | 10/9/2001
KELLY HR CONSULTING | EUROPEAN UNION (EUTM & RCD) | 3/12/2007 | 1/14/2008
KELLY MANAGEMENT SERVICES | EUROPEAN UNION (EUTM & RCD) | 3/12/2007 | 3/4/2008
KELLY SCIENTIFIC RESOURCES | EUROPEAN UNION (EUTM & RCD) | 9/15/2005 | 8/1/2006
KELLY SERVICES | EUROPEAN UNION (EUTM & RCD) | 7/2/1998 | 11/10/1999
KELLY | EUROPEAN UNION (EUTM & RCD) | 7/2/1998 | 11/11/1999
KELLY SCIENTIFIQUE | FRANCE | 7/29/1998 | 7/28/1999
KSR | FRANCE | 4/10/1997 | 9/19/1997
KELLY GIRL | FRANCE | 8/2/1965 | 8/2/1965
KELLY (In Chinese) | HONG KONG | 8/21/1992 | 6/20/1994
KELLY | HUNGARY | 12/20/1988 | 7/27/1989
BTI | INDIA | 10/15/2003 | 2/13/2007
KELLY | INDIA | 5/22/2003 | 12/28/2005
KELLY IT RESOURCES | INDIA | 2/1/2005 | 1/6/2009
BTI | INDIA | 9/13/2002 | 10/11/2006
BUSINESS TRENDS PERSONNEL CONSULTING GROUP & Design | INDONESIA | 9/26/1995 | 9/26/1995
KELLY | INDONESIA | 9/12/2002 | 10/16/2003
BTI | INDONESIA | 8/6/2002 | 8/27/2003
KSR | IRELAND | 3/19/1997 | 6/10/1999
KELLY | ISRAEL | 12/14/1988 | 12/14/1988
KELLY MANAGEMENT SERVICES | ITALY | 10/9/1996 | 12/21/1998
KELLY | JAPAN | 6/21/2004 | 3/19/2009
KELLY SCIENTIFIC RESOURCES | JAPAN | 9/30/2005 | 3/31/2006
KELLY SERVICES | JAPAN | 6/21/2004 | 3/19/2009

PINPOINT | JAPAN | 6/18/2003 | 2/20/2004
BTI | JAPAN | 8/11/2003 | 7/16/2004
KELLY | KOSOVO | 12/14/1988 | 12/28/1989
KELLY | MALAYSIA | 10/11/2001 | 8/4/2004
PINPOINT | MALAYSIA | 2/28/2003 | 8/8/2006
WORKFORCE AGILITY BAROMETER | MALAYSIA | 12/30/2016 | 11/12/2018
WORKFORCE AGILITY BAROMETER | MALAYSIA | 12/30/2016 | 11/7/2018
BTI | MALAYSIA | 8/19/2002 | 1/11/2010
KELLY | MEXICO | 8/25/1986 | 6/23/1987

D-3

KELLY | MEXICO | 2/12/1991 | 1/22/1993
KELLY DE MEXICO | MEXICO | 12/19/1990 | 2/10/1992
KELLY GIRL | MEXICO | 9/6/1989 | 2/8/1990
KELLY SCIENTIFIC RESOURCES | MEXICO | 10/9/1996 | 1/20/2000
KELLY SERVICES | MEXICO | 12/19/1990 | 1/14/1992
KELLY TEMPORARY SERVICES | MEXICO | 12/19/1990 | 1/15/1992
QSM & Design | MEXICO | 6/9/2014 | 6/9/2015
ABSOLUTAMENTE CERO & Design | MEXICO | 6/9/2014 | 6/22/2015
KELLY | MONTENEGRO | 12/14/1988 | 12/28/1989
KELLYCONNECT | NEW ZEALAND | 9/30/1999 | 4/13/2000
KER | NEW ZEALAND | 1/5/1999 | 9/7/2000
KSR | NEW ZEALAND | 3/20/1997 | 10/14/1998
PINPOINT | NEW ZEALAND | 8/9/1996 | 6/21/2001
KELLY FINANCIAL RESOURCES | NEW ZEALAND | 9/10/2000 | 4/12/2001
KELLY GIRL | NEW ZEALAND | 5/2/1988 | 5/28/1990
KELLY IT RESOURCES | NEW ZEALAND | 9/6/2001 | 3/7/2002
KELLY MANAGEMENT SERVICES | NEW ZEALAND | 10/9/1996 | 7/17/1998
KELLY RECRUITMENT CONSULTANTS | NEW ZEALAND | 5/27/1993 | 3/17/1997
KELLY SCIENTIFIC RESOURCES | NEW ZEALAND | 10/9/1996 | 7/17/1998
KELLY SERVICES | NEW ZEALAND | 5/2/1988 | 5/26/1995
KELLY TEMPORARY SERVICES | NEW ZEALAND | 12/20/1988 | 2/24/1995
KELLY ENGINEERING RESOURCES | NEW ZEALAND | 1/5/1999 | 4/5/2001
KELLY FINANCIAL RESOURCES | NORWAY | 11/7/2003 | 9/14/2004
KELLY MANAGEMENT SERVICES | NORWAY | 10/9/1996 | 7/24/1997
KELLY SCIENTIFIC RESOURCES | NORWAY | 10/9/1996 | 8/14/1997
KELLY SERVICES & Design | NORWAY | 3/13/1991 | 10/14/1993
KELLYCONNECT | NORWAY | 9/28/1999 | 5/31/2000
KSR | NORWAY | 3/19/1997 | 11/20/1997
KELLY | NORWAY | 12/12/1988 | 7/13/1991
KELLY | OMAN | 4/4/2006 | 7/10/2007
BTI | OMAN | 4/4/2006 | 8/13/2007
KELLY | PARAGUAY | 2/25/1989 | 8/5/1989
KELLY | PERU | 5/25/1994 | 8/23/1994
KELLY | PHILIPPINES | 4/28/2022 |
BUSINESS TRENDS & Design | PHILIPPINES | 7/7/1999 | 12/19/2005
KELLY | SERBIA | 12/14/1988 | 12/28/1989
BUSINESS TRENDS PERSONNEL CONSULTING GROUP & Design | SINGAPORE | 9/1/1995 | 9/1/1995

D-4

KELLY | SINGAPORE | 8/30/1991 | 8/30/1991
WORKFORCE AGILITY BAROMETER | SINGAPORE | 3/31/2017 | 1/18/2018
BTI | SINGAPORE | 8/6/2002 | 6/9/2003
KELLY | SOUTH KOREA | 12/14/1988 | 10/12/1990
KELLY (Stylized) | SOUTH KOREA | 10/6/2010 | 12/28/2011
PINPOINT | SOUTH KOREA | 6/18/2003 | 7/20/2004
BTI | SOUTH KOREA | 8/6/2002 | 1/9/2004
KMS | SWITZERLAND | 4/9/1997 | 9/19/1997
KSR | SWITZERLAND | 3/19/1997 |
PINPOINT | SWITZERLAND | 1/13/1995 | 7/10/1996
PINPOINT | SWITZERLAND | 8/7/1996 | 4/7/1997
KELLY GIRL | SWITZERLAND | 2/20/1995 | 5/15/1996
KELLY INTERIM | SWITZERLAND | 9/20/1994 | 3/26/1996
KELLY MANAGEMENT SERVICES | SWITZERLAND | 10/9/1996 | 7/16/1997
KELLY SCIENTIFIC RESOURCES | SWITZERLAND | 10/10/1996 | 6/25/1997
KELLY SCIENTIFIQUE | SWITZERLAND | 7/28/1998 | 11/23/1998
KELLY SERVICES | SWITZERLAND | 2/20/1995 | 5/15/1996
KELLY SERVICES & Design | SWITZERLAND | 2/20/1995 | 8/2/1996
KELLYCONNECT | SWITZERLAND | 9/29/1999 | 3/29/2000
KELLY | SWITZERLAND | 2/20/1995 | 5/15/1996
KELLY | TAIWAN | 12/19/1988 | 9/16/1989
KELLY (In Chinese) | TAIWAN | 3/31/1989 | 11/1/1989
PINPOINT | TAIWAN | 6/20/2003 | 2/1/2004
BTI | TAIWAN | 8/15/2002 | 10/16/2003
KELLY | THAILAND | 8/20/2002 | 3/26/2003
KELLY | TURKEY | 1/25/2006 | 11/30/2006
KELLY | UNITED ARAB EMR | 9/13/2005 | 9/11/2011
KELLY MANAGEMENT SERVICES | UNITED KINGDOM | 10/9/1996 | 8/7/1998
KELLY MANAGEMENT SERVICES | UNITED KINGDOM | 3/12/2007 | 3/4/2008
KELLY SERVICES | UNITED KINGDOM | 7/2/1998 | 11/10/1999
KELLY SERVICES & Design | UNITED KINGDOM | 5/22/2002 | 9/23/2003
KELLY TEMPORARY SERVICES | UNITED KINGDOM | 10/28/1991 | 2/11/1994
KELLYCONNECT | UNITED KINGDOM | 10/4/1999 | 10/11/2000
KELLYOCG | UNITED KINGDOM | 8/3/2022 | 10/28/2022
KSR | UNITED KINGDOM | 3/19/1997 | 10/10/1997
PARTNERED STAFFING | UNITED KINGDOM | 1/2/1992 | 8/26/1994
PINPOINT | UNITED KINGDOM | 2/13/2004 | 4/27/2005
TONER GRAHAM | UNITED KINGDOM | 9/4/2008 | 4/29/2009
TONERGRAHAM | UNITED KINGDOM | 9/4/2008 | 6/9/2009
KELLY | UNITED KINGDOM | 7/2/1998 | 11/11/1999
KELLY (Stylized) | UNITED KINGDOM | 8/11/2010 | 12/6/2010
KELLY (Stylized) | UNITED KINGDOM | 9/21/1990 | 7/17/1992
KELLY ENGINEERING RESOURCES | UNITED KINGDOM | 3/12/2007 | 1/14/2008
KELLY FINANCIAL RESOURCES | UNITED KINGDOM | 10/9/2000 | 10/29/2001
KELLY GIRL | UNITED KINGDOM | 10/1/1986 | 3/10/1989
KELLY HEALTHCARE RESOURCES | UNITED KINGDOM | 10/9/2000 | 10/9/2001
KELLY HR CONSULTING | UNITED KINGDOM | 3/12/2007 | 1/14/2008

D-5

INSTAFLEX | UNITED KINGDOM | 8/13/2014 | 11/14/2014
KELLY SCIENTIFIC RESOURCES | UNITED KINGDOM | 9/15/2005 | 8/1/2006
KELLY EDUCATION | UNITED STATES | 9/6/2019 | 6/1/2021
KELLY ENGINEERING | UNITED STATES | 7/17/1998 | 6/26/2001
KELLY GIRL | UNITED STATES | 11/8/1960 | 8/21/1962
KELLY NOW | UNITED STATES | 7/16/2021 | 3/21/2023
KELLY SCIENTIFIC RESOURCES | UNITED STATES | 4/9/1996 | 8/26/1997
KELLY SERVICES | UNITED STATES | 4/9/1996 | 9/2/1997
KELLY SERVICES | UNITED STATES | 5/16/1966 | 9/5/1967
KELLY SERVICES & Design | UNITED STATES | 5/16/1966 | 9/5/1967
KELLYCONNECT | UNITED STATES | 4/5/1999 | 2/29/2000
KELLYOCG | UNITED STATES | 2/11/2009 | 6/1/2010
KELLYOCG PRIME | UNITED STATES | 11/8/2017 | 4/17/2018
KELLYSELECT | UNITED STATES | 6/17/1993 | 3/1/1994
KELTRONICS | UNITED STATES | 10/28/1994 | 10/24/1995
KES | UNITED STATES | 8/19/2003 | 8/17/2004
NEXTGEN | UNITED STATES | 10/18/2019 | 6/2/2020
NG NEXTGEN | UNITED STATES | 10/18/2019 | 6/2/2020
ON DECK | UNITED STATES | 10/7/2008 | 3/2/2010
DESIGN (Rocket) | UNITED STATES | 2/23/2022 |
PEOPLE. POWER. BUSINESS. | UNITED STATES | 2/23/2022 |
PEOPLE. POWER. BUSINESS. | UNITED STATES | 2/23/2022 |
PEOPLE. POWER. BUSINESS. | UNITED STATES | 2/23/2022 |
PINPOINT | UNITED STATES | 4/9/1996 | 2/4/1997
PINPOINT | UNITED STATES | 9/14/1994 | 6/4/1996
PINPOINT & Design | UNITED STATES | 1/27/2003 | 8/10/2004
PINPOINT SELECTION SYSTEM | UNITED STATES | 8/5/2002 | 2/24/2004
DESIGN (Rocket) | UNITED STATES | 2/23/2022 |
SUBSTITUTES ANY TIME | UNITED STATES | 1/20/2017 | 8/28/2018
TEACHERS ON CALL | UNITED STATES | 5/13/2019 | 2/4/2020
TEACHERS ON CALL (Stylized) & Design (Blackboard) | UNITED STATES | 5/22/2014 | 7/28/2015
DESIGN (Rocket) | UNITED STATES | 2/23/2022 |
GREENWOOD/ASHER & ASSOCIATES, LLC | UNITED STATES | 7/12/2021 | 8/2/2022
INSTAFLEX | UNITED STATES | 7/29/2014 | 12/6/2016
KELLY | UNITED STATES | 4/9/1996 | 9/2/1997
KELLY | UNITED STATES | 11/14/1985 | 6/17/1986
KELLY (Stylized) | UNITED STATES | 8/17/1989 | 4/10/1990
ROCKETPOWER | UNITED STATES | 12/23/2021 |
FRAMEWORK DEVELOPMENT CENTERS | UNITED STATES | 10/10/2019 | 7/6/2021
QVR | UNITED STATES | 11/21/2019 | 3/9/2021
FULL SCOPE GOVERNMENT SOLUTIONS | UNITED STATES | 9/19/2019 | 10/20/2020
PELTA CYBER SECURITY | UNITED STATES | 11/1/2018 | 7/21/2020
VITA DATA SCIENCES | UNITED STATES | 4/20/2016 | 3/6/2018
VDS TAG | UNITED STATES | 1/2/2018 | 7/9/2019
KELLY | URUGUAY | 3/15/1989 | 12/6/1991
KELLY SERVICES | VENEZUELA | 1/1/1966 | 1/26/1970

D-6

KELLY | VIETNAM | 12/13/2007 | 5/21/2009
BTI | VIETNAM | 3/26/2008 | 9/29/2010

D-7

www.pts-inc.net
www.myptstime2.com
www.myptsteam.com
www.mypts.com
www.capableclassroom.com
www.myptsteam.net
D-8

EXHIBIT E
(See Section 3.11 of Security Agreement)
FIXTURES
[To be completed and delivered only upon request of the Agent.]
E-1

EXHIBIT F
(See Section 3.13 and 4.6 of Security Agreement and Definition of “Pledged Collateral”)
LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY
DOMESTIC SUBSIDIARIES
STOCKS

| Issuer | Certificate Number(s) | Number of Shares | Class of Stock | Percentage of Outstanding Shares
Kelly Services, Inc. | Kelly Properties, LLC | N/A | 100 Units | N/A | 100%
Kelly Services, Inc. | Kelly Outsourcing and Consulting Group Australia, Ltd | 12 | 100 | N/A | 100%
Kelly Services, Inc. | Kelly Services Global, LLC |  | 100 | N/A | 100%
Kelly Services, Inc. | Kelly Services USA, LLC |  | 100 | N/A | 100%
Kelly Services, Inc. | NextGen Global Resources, LLC |  | 100 | N/A | 100%
Kelly Services, Inc. | Global Technology Associates, LLC |  | 100 | N/A | 100%
Kelly Services USA, LLC | Teachers on Call, Inc | 2 class A 2 class B | 750,000 250,000 | N/A | 100%
Kelly Services USA, LLC | Pediatric Therapeutic Services LLC |  | 400 | N/A | 100%
Kelly Services USA, LLC | Greenwood Asher & Associates, LLC |  | 100 | N/A | 100%
Kelly Services, Inc. | Softworld, LLC |  | 1,000 | N/A | 100%

FOREIGN SUBSIDIARIES
STOCKS

Name of Grantor | Issuer | *Certificate Number(s) | *Number of Shares | Percentage of Voting Stock Pledged | Class of Stock | Percentage of Outstanding Shares
Kelly Services, Inc. | Kelly Services (Canada), Ltd. | 1 | 100 | 65% | N/A | 100%
Kelly Services, Inc. | Kelly Services Mexico, S.A. de C.V. | 1 |  | 65% | A | 99%

F-1

Kelly Services, Inc. | Kelly Services Mexico, S.A. de C.V. | 1 |  | 65% | B | 99%
Kelly Properties, LLC | Kelly Services Mexico, S.A. de C.V. | 2 |  | 65% | A | 1%
Kelly Properties, LLC | Kelly Services Mexico, S.A. de C.V. | 2 |  | 65% | B | 1%
Kelly Properties, LLC | Opciones de Servicio en Mexico S.A. de C.V. | 2 |  | 65% | N/A | 1%
Kelly Properties, LLC | QSM S.A. de C.V. | 2 |  | 65% | N/A | 1%
Kelly Services, Inc. | Kelly Services Outsourcing and Consulting Group SA/NV | 1 |  | 65% | N/A | 1%
Kelly Services, Inc. | Kelly Managed Services (Nederland), B.V | No Certificate | 1,800 | 65% | N/A | 100%
Kelly Services, Inc. | Kelly Outsourcing and Consulting Group (Germany) GmbH | 1 | 57,000 | 65% | N/A | 100%
Kelly Services, Inc. | Kelly OCG France SAS | No Certificate | 1,000 | 65% | N/A | 100%
Kelly Services, Inc. | Kelly OCG Sweden AB | No Certificate | 25,000 | 65% | N/A | 100%
Kelly Services, | Kelly OCG Hungary Kft | No Certificate | 1 | 65% | N/A | 100%
Kelly Services, Inc | KC South Africa | 1 | 100 | 65% | N/A | 100%

* None of the certificated Foreign Subsidiaries are Material Foreign Subsidiaries. Information regarding number of shares not available for some Foreign Subsidiaries without translation.
F-2

Name of Grantor | Issuer | *Certificate Number(s) | *Number of Shares | Percentage of Voting Stock Pledged | Class of Stock | Percentage of Outstanding Shares
Kelly Services, Inc. | KellyOCG Singapore Pte Ltd | 1 | 3,000,001 | 65% | N/A | 100%
Kelly Services, Inc. | Kelly Outsourcing and Consulting Group India Pte Ltd | 1 649,999 3 2,150,000 4 2,000,000 5 1,499,850 7 10,320,000 | 16,620,000 | 65% | N/A | 99%
Kelly Properties | Kelly Outsourcing and Consulting Group India Pte Ltd | 2 1 6 150 | 16,620,000 | 1% | N/A | 1%
Kelly Services, Inc. | Kelly OCG UK Ltd | 1 | 1 | 65% | N/A | 100%

*OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(CERTIFICATED AND UNCERTIFICATED)

Name of Grantor | Issuer | Description of Investment | Percentage Ownership Interest/Principal Balance
Kelly Services, Inc. | Detroit Investment Fund, L.P. | Investment in a private equity fund. Current book value is $818,971.40 | 1.95%
Kelly Services, Inc. | PersolKelly Pte. Ltd. | Current book value $6,424,694.68 | 2.5%
Kelly Properties, LLC | Icon Savings Corporation | Investment in Icon Savings Corporation. Current book value is $250,000 | 1.323%
Kelly Services, Inc. | Red Rover Technologies | Investment in Red Rover Technologies . Current book value is $385,000 | 2.0%

Note: Book values and ownership percentages are as of March 31, 2024.
* Other than as may be Excluded Collateral pursuant to Section 2.2(ix).
F-3

NOTES OR OTHER INSTRUMENTS PAYABLE TO THE COMPANY

Name of Grantor/Lender | Borrower | Description of Note | Principal Amount
Kelly Services, Inc. | Kelly Receivables Funding, LLC | Inter-company Loan | $646,985,142.73

Note: Notes receivable balances are as of March 31, 2024.
F-4

F-5

EXHIBIT G
(See Section 3.1 and 3.10 of Security Agreement)
OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED
Kelly Services, Inc. | Delaware Secretary of State
Kelly Properties, LLC | Delaware Secretary of State
Kelly Outsourcing and Consulting Group Australia, Ltd. | Delaware Secretary of State
Kelly Services USA, LLC | Michigan Secretary of State
Kelly Services Global, LLC | Michigan Secretary of State
Teachers on Call, Inc | Minnesota Secretary of State
NextGen Global Resources, LLC | Delaware Secretary of State
Global Technology Associates, LLC | Virginia State Corporation Commission
Softworld, LLC | Delaware Secretary of State
Greenwood Asher & Associates LLC | Florida Secretary of State
Pediatric Therapeutic Services LLC | Delaware Secretary of State

G-1

EXHIBIT H
(See Definition of “Commercial Tort Claim” and Section 4.4 of Security Agreement)
COMMERCIAL TORT CLAIMS
None
4889-7608-0576 v4 [7-3168]
H-1