PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHIFTPIXY, INC.ShiftPixy, Inc. • February 12th, 2024 • Services-employment agencies
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2022 • ShiftPixy, Inc. • Services-employment agencies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2022, between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2022 • ShiftPixy, Inc. • Services-employment agencies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September 20, 2022, between the Company and the Purchasers named therein (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between SHIFTPIXY, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC As Representative of the Underwriters SHIFTPIXY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2023 • ShiftPixy, Inc. • Services-employment agencies • New York
Titan Partners Group LLC, a division of American Capital Partners, LLC, as Representative of the Underwriters named on Schedule 1 attached hereto
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHIFTPIXY, INC.ShiftPixy, Inc. • August 18th, 2020 • Services-employment agencies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., Inc., a Wyoming corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT ShiftPixy, Inc.Common Stock Purchase Warrant • August 18th, 2020 • ShiftPixy, Inc. • Services-employment agencies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 4, 2019ShiftPixy, Inc. • June 8th, 2018 • Services-employment agencies • New York
THIS 8% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% SENIOR SECURED CONVERTIBLE NOTES of ShiftPixy, Inc., a Wyoming corporation (the “Company”), having its principal place of business at 1 Venture, Suite 150, Irvine, California 92618, designated as its 8% Senior Secured Convertible Note due September 4, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2019, is by and among ShiftPixy, Inc., a Wyoming corporation with offices located at 1 Venture Suite 150, Irvine CA 92618 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • June 8th, 2018 • ShiftPixy, Inc. • Services-employment agencies • New York
This SECURITY AGREEMENT, dated as of June 4, 2018 (this “Agreement”), is among ShiftPixy, Inc., a Wyoming corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Notes due fifteen (15) months following their issuance, in the original aggregate principal amount of $10,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SHIFTPIXY, INC. COMMON STOCK PURCHASE WARRANTShiftPixy, Inc. • November 22nd, 2016 • Services-employment agencies • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to [·] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2024 • ShiftPixy, Inc. • Services-employment agencies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2024, between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2019, is by and among ShiftPixy, Inc., a Wyoming corporation with offices located at 1 Venture Suite 150, Irvine CA 92618 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK SHIFTPIXY, INC.ShiftPixy, Inc. • February 12th, 2024 • Services-employment agencies
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______[•], ______ (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ShiftPixy, Inc.ShiftPixy, Inc. • September 23rd, 2022 • Services-employment agencies • New York
SHIFTPIXY, inc. COMMON STOCK SALES AGREEMENTSales Agreement • January 31st, 2023 • ShiftPixy, Inc. • Services-employment agencies • New York
ShiftPixy, Inc., a Wyoming corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
ContractCommon Stock Purchase Warrant • September 23rd, 2022 • ShiftPixy, Inc. • Services-employment agencies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT UNTIL MARCH 23, 2023 TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
COMMON STOCK PURCHASE WARRANT SHIFTPIXY, INC.ShiftPixy, Inc. • June 8th, 2018 • Services-employment agencies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 4, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 4, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to 251,004 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Minimum: 1,875,000 Shares of Common Stock Maximum: 6,250,000 Shares of Common Stock $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2016 • ShiftPixy, Inc. • Services-employment agencies • California
ShiftPixy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of 1,875,000 shares and up to a maximum of 6,250,000 shares of its common stock, $0.0001 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriters (collectively the “Underwriters”), acting on a best efforts basis only, in connection with such sales. The parties agree that W.R. Hambrecht + Co., LLC shall act as the representative Underwriter (the “Representative Underwriter”). The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
ContractShiftPixy, Inc. • July 14th, 2023 • Services-employment agencies • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and ShiftPixy, Inc., a Wyoming corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Commo
COMMON STOCK PURCHASE WARRANT SHIFTPIXY, INC.ShiftPixy, Inc. • September 23rd, 2022 • Services-employment agencies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on the day that is seven (7) years from the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 4, 2019ShiftPixy, Inc. • March 12th, 2019 • Services-employment agencies • New York
THIS 8% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% SENIOR SECURED CONVERTIBLE NOTES of ShiftPixy, Inc., a Wyoming corporation (the “Company”), having its principal place of business at 1 Venture, Suite 150, Irvine, California 92618, designated as its 8% Senior Secured Convertible Note due September 4, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This Note has been amended pursuant to that certain Amendment Agreement, dated March __, 2019 (the “Amendment Agreement”, and the date thereof, the “Amendment Date”) and capitalized terms not defined herein shall have the meaning as set forth in the Amendment Agreement.
8% SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2019ShiftPixy, Inc. • December 24th, 2018 • Services-employment agencies • New York
THIS 8% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% SENIOR SECURED CONVERTIBLE NOTES of ShiftPixy, Inc., a Wyoming corporation (the “Company”), having its principal place of business at 1 Venture, Suite 150, Irvine, California 92618, designated as its 8% Senior Secured Convertible Note due December 31, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • March 24th, 2020 • ShiftPixy, Inc. • Services-employment agencies
THIS AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”) is dated as of March 23, 2020, by and between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and Alpha Capital Anstalt (the “Investor”).
DIRECTOR AGREEMENTDirector Agreement • October 2nd, 2017 • ShiftPixy, Inc. • Services-employment agencies • California
This Director Agreement (this “Agreement”), dated as of this 28th day of September 2017, by and between ShiftPixy, Inc., a Wyoming corporation (“Company”), and Whitney White (“Director”).
AMENDMENT NO. 1 TO WARRANTSCommon Stock Purchase Warrant • September 23rd, 2022 • ShiftPixy, Inc. • Services-employment agencies
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 20th day of September, 2022, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
CONFIDENTIAL ShiftPixy, Inc. Attention: Scott Absher, Chief Executive Officer Miami, Fl 33142 Dear Mr. Absher,ShiftPixy, Inc. • October 10th, 2023 • Services-employment agencies • New York
The purpose of this letter (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by ShiftPixy, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • July 19th, 2022 • ShiftPixy, Inc. • Services-employment agencies
This Warrant Exercise Agreement (this “Agreement”), dated as of July 18, 2022, is by and between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and the undersigned holder (the “Holder”) of 7,523,511 warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which warrants were issued in September 2021 and are exercisable at an exercise price of $1.595 per share (the “Original Warrants”).
AMENDMENT NO. 1 LETTER AGREEMENTLetter Agreement • March 21st, 2024 • ShiftPixy, Inc. • Services-employment agencies
This Amendment No. 1 to the Letter Agreement (this “Amendment”) is dated this 18th day of March, 2024, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and A.G.P./Alliance Global Partners (“A.G.P.”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2018 • ShiftPixy, Inc. • Services-employment agencies • California
This Employment Agreement (the “Agreement”) is made and executed to become effective on the 24th day of January, 2018 (the “Effective Date”), by and between ShiftPixy, Inc., a Wyoming corporation (“ShiftPixy” or the “Company”), and Patrice H. Launay, an individual and resident of the State of California (“Executive”).
BUSINESS CONSULTING AGREEMENTBusiness Consulting Agreement • May 31st, 2016 • ShiftPixy, Inc. • California
This Agreement (the "Agreement") is dated June 1st, 2015 and is entered into by and between SHIFTPIXY, INC. (hereinafter "SPXY" or "CLIENT") and STRUXURETY CORPORATION (hereinafter "STRX").
AMENDMENT NO. 1 TO WARRANTCommon Stock Purchase Warrant • October 18th, 2023 • ShiftPixy, Inc. • Services-employment agencies
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 16th day of October, 2023, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
SABBATICAL LEAVE AGREEMENTSabbatical Leave Agreement • May 24th, 2022 • ShiftPixy, Inc. • Services-employment agencies • California
This Sabbatical Leave Agreement (“Agreement”) is hereby executed by and between ShiftPixy, Inc. (the “Company”) and Domonic Carney (“Employee”) (Company and Employee each a “Party” and collectively “Parties”) on this 24th day of May, 2022, the same to be effective as of that date (the “Effective Date”).
AMENDMENT TO WARRANTSCommon Stock Purchase Warrants • March 21st, 2024 • ShiftPixy, Inc. • Services-employment agencies
This Amendment to Common Stock Purchase Warrants (this “Amendment”) dated this 19th day of March, 2024, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and Armistice Capital Master Fund Ltd (the “Holder”).
SUBSCRIPTION AGREEMENT Common Stock In ShiftPixy, Inc.Subscription Agreement • August 16th, 2016 • ShiftPixy, Inc. • Services-employment agencies • Wyoming
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.0001 par value per share (the "Shares"), to be issued by ShiftPixy, Inc., a Wyoming corporation (the "Company"), for a purchase price of $XX.XX per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2016 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
EXCHANGE AGREEMENTExchange Agreement • March 25th, 2020 • ShiftPixy, Inc. • Services-employment agencies
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of March 24, 2020, by and between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and CVI Investments, Inc. (the “Investor”).
