COMMON STOCK PURCHASE WARRANT RECRUITER.COM GROUP, INC.Recruiter.com Group, Inc. • August 21st, 2023 • Services-computer programming services • 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 February 21, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Recruiter.com Group, Inc., a Nevada corporation (the “Company”), up to 3,333,333 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 • August 21st, 2023 • Recruiter.com Group, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 17, 2023, between Recruiter.com Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2013 • Truli Media Group, Inc. • Special industry machinery, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 7, 2013, by and between TRULI MEDIA GROUP, INC., an Oklahoma corporation, with headquarters located at 515 Chalette Drive, Beverly Hill, CA 90210 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
UNDERWRITING AGREEMENT between RECRUITER.COM GROUP, INC., and JOSEPH GUNNAR & CO. LLC as Representative of the Several Underwriters, if any RECRUITER.COM GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York
The undersigned, Recruiter.com Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Recruiter.com Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co. LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Recruiter.com Group, Inc.Recruiter.com Group, Inc. • August 21st, 2023 • Services-computer programming services • 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 Recruiter.com Group, Inc., a Nevada corporation (the “Company”), up to 1,383,333 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).
ContractCommon Stock Purchase Warrant • July 6th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2013 • Truli Media Group, Inc. • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2013, between Truli Media Group, Inc., an Oklahoma corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Recruiter.com Group, Inc. • March 9th, 2021 • Services-computer programming services • New York
THIS 12.5% ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.5% Original Issue Discount Senior Subordinated Secured Convertible Debentures of Recruiter.com Group, Inc., a Nevada corporation (the “Company”), having its principal place of business at 100 Waugh Dr. Suite 300, Houston, Texas, 77007, designated as its 12.5% Original Issue Discount Subordinated Secured Convertible Debenture due January 5, 2022 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • March 9th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York
This SECURITY AGREEMENT, dated as of January 5, 2021 (this “Agreement”), is among Recruiter.com Group, Inc., a Nevada 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 12.5% Senior Subordinated Secured Original Issue Discount Convertible Debentures due January 5, 2022 unless extended pursuant to the terms therein, in the original aggregate principal amount of up to $1,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
WARRANT TO PURCHASE COMMON STOCK RECRUITER.COM GROUP, INC.Recruiter.com Group, Inc. • July 6th, 2021 • Services-computer programming services
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, . or his 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 26, 2021 (the date that is 180 days following the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RECRUITER.COM GROUP, INC., a Nevada corporation (the “Company”), up to shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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 TRULI MEDIA GROUP, INC.Truli Media Group, Inc. • September 16th, 2013 • Special industry machinery, nec
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 the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Truli Media Group, Inc., an Oklahoma 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 16th, 2013 • Truli Media Group, Inc. • Special industry machinery, nec • New York
SUBSIDIARY GUARANTEE, dated as of September 10, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Truli Media Group, Inc., an Oklahoma corporation (the “Company”) and the Purchasers.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 6th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July 2, 2021 (the “Issuance Date”) between Recruiter.com Group, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Philadelphia Stock Transfer, Inc., a Pennsylvania corporation (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT TRULI TECHNOLOGIES, INC.Truli Technologies, Inc. • April 4th, 2019 • Services-computer programming services
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 the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Truli Technologies, Inc., a Delaware corporation (the “Company”), up to ___________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price (defined below).
COMMON STOCK PURCHASE WARRANT RECRUITER.COM GROUP, INC.Recruiter.com Group, Inc. • March 9th, 2021 • Services-computer programming services
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 5:00 p.m. (New York City time) on January 5, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Recruiter.com Group, Inc., a Nevada 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 • June 1st, 2018 • Truli Media Group, Inc. • Special industry machinery, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of May ___, 2018 (the “Execution Date”), by and among Truli Media Group, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
DIRECTOR AGREEMENTDirector Agreement • April 2nd, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • Nevada
This DIRECTOR AGREEMENT is made as of February 12, 2021 (the “Agreement”), by and between Recruiter.com Group, Inc., a Nevada corporation (the “Company”), and Steve Pemberton, an individual with an address of 861 Hunter Lane Lake Forest, Illinois 60045 (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2017 • Truli Media Group, Inc. • Special industry machinery, nec • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October __, 2017 (the “Effective Date”), by and between Truli Media Group, Inc., a Delaware corporation (the “Company”), and Miles Jennings (the “Executive”).
ASSET PURCHASE AGREEMENT by and among INSIGMA, INC. and RECRUITER.COM CONSULTING, LLCAsset Purchase Agreement • August 11th, 2023 • Recruiter.com Group, Inc. • Services-computer programming services • Texas
This Agreement is made and entered into effective as of August 9, 2023, by and among Insigma, Inc., a Virginia corporation (“Buyer”), and Recruiter.com Consulting, LLC, a Texas limited liability company (“Seller”). Buyer and Seller may be referred to collectively as the “ Parties,” or if referring to either of them individually, as a “Party.”
COMMON STOCK PURCHASE WARRANT RECRUITER.COM GROUP, Inc.Recruiter.com Group, Inc. • August 31st, 2022 • Services-computer programming services
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 5:00 p.m. (New York City time) on August _______, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Recruiter.com Group, Inc., a Nevada corporation (the “Company”), up to [815,972] 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).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 5th, 2023 • Recruiter.com Group, Inc. • Services-computer programming services
This Amendment to Stock Purchase Agreement (“Amendment”) is effective as of August 29, 2023 and entered into by and between Recruiter.com Group, Inc., a Nevada corporation (“Buyer”), and GoLogiq Inc., a Delaware corporation (the “Seller” and collectively with Buyer, the “Parties”), with respect to that certain Stock Purchase Agreement dated June 5, 2023 (the “Original Agreement”). This Amendment replaces the Amendment to the Stock Purchase Agreement signed on August 18, 2023. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Original Agreement.
EXECUTIVE EMPLOYMENTExecutive Employment • September 17th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services
THIS EXECUTIVE EMPLOYMENT (the “Agreement”) is entered into as of September 13 , 2021, effective as of September 1, 2021 (the “Effective Date”), by and between Recruiter.com Group Inc., a Nevada corporation (the “Company”), and Miles Jennings (the “Executive”), of 500 Seventh Avenue, New York, NY 10018. The Agreement supersedes any prior employment agreement between the parties.
STOCK PURCHASE AGREEMENT by and between RECRUITER.COM GROUP INC. and GOLOGIQ, INC., Dated as of June 5, 2023Stock Purchase Agreement • June 9th, 2023 • Recruiter.com Group, Inc. • Services-computer programming services • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of June 5, 2023, (this “Agreement”), by and between Recruiter.com Group, Inc., a Nevada corporation (“Buyer”), and GoLogiq Inc., a Delaware corporation (the “Seller” and collectively with Buyer, the “Parties”).
AMENDED SECURITIES PURCHASE AGREEMENTAmended Securities Purchase Agreement • November 14th, 2019 • Recruiter.com Group, Inc. • Services-computer programming services • New York
This certificate is delivered pursuant to Sections 7(vi) and 7(xi) of that certain Amended Securities Purchase Agreement, dated as of ________ ___, 2019 (the “Agreement”), by and among Recruiter.com Group, Inc., a Delaware corporation (the “Company”) and each of the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”). Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTERecruiter.com Group, Inc. • August 31st, 2022 • Services-computer programming services
THIS ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by RECRUITER.COM GROUP, INC., a Nevada corporation (the “Company”) (this “Note”).
FACTORING AGREEMENTFactoring Agreement • May 2nd, 2022 • Recruiter.com Group, Inc. • Services-computer programming services • California
This Factoring Agreement (the "Agreement") is made as of April 20, 2022, by and between CSNK Working Capital Finance Corp. d/b/a Bay View Funding ("Buyer") having a place of business at 224 Airport Parkway, Suite 200, San Jose, CA 95110-3730, and Recruiter.com Group, Inc., a Nevada Corporation, Recruiter.com, Inc., a Delaware Corporation, Recruiter.com, LLC, a Delaware Limited Liability Company, Recruiter.com Recruiting Solutions, LLC, a Delaware Limited Liability Company and Recruiter.com Consulting LLC, a Texas Limited Liability Company (individually and together hereinafter referred to as “Seller”) having its principal place of business and chief executive office at 123 Farmington Avenue, Suite 252, Bristol, CT 06010-4200 with an additional address located at 500 Seventh Avenue, New York, NY 10018-4502.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2011 • SA Recovery Corp. • Special industry machinery, nec
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 28th day of July, 2008, by and between SA Recovery Corp., an Oklahoma corporation (the "Company"), and JAMES DITANNA (the "Employee").
DIRECTOR AGREEMENTDirector Agreement • September 11th, 2020 • Recruiter.com Group, Inc. • Services-computer programming services • Nevada
This DIRECTOR AGREEMENT is made as of August 26, 2020 (the “Agreement”), by and between Recruiter.com Group, Inc., a Nevada corporation (the “Company”), and Nicholas Florio, an individual with an address of (the “Director”).
ContractCommon Stock Purchase • December 17th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Licensing AgreementLicensing Agreement • February 28th, 2011 • SA Recovery Corp. • Special industry machinery, nec
THIS LICENSING AGREEMENT ("Agreement"), made this 28th day of 28th day of July, 2008 by and between CGJ Holding, LLC, a StateNevada limited liability corporation (hereinafter called "Licensor") and SA Recovery Corp., an StateplaceOklahoma corporation (hereinafter called "Licensee").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2011 • SA Recovery Corp. • Special industry machinery, nec • Oklahoma
This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is entered into as of July 28, 2008 by, between and among AMS Health Sciences, Inc., an Oklahoma corporation ("AMS"), SA Recovery Corp., an Oklahoma corporation ("SA Recovery Corp. ") and Jacob Acquisition Corp, an Oklahoma corporation (“Jacob Acquisition").
TECHNOLOGY LICENSE AND COMMERCIALIZATION AGREEMENTTechnology License and Commercialization Agreement • February 23rd, 2024 • Recruiter.com Group, Inc. • Services-computer programming services • Nevada
This TECHNOLOGY LICENSE AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is entered into as of February 23, 2024 (the “Effective Date”), by and between GoLogiq, Inc., a Nevada corporation (“GoLogiq”, “GOLQ”, or “Licensor”) and Recruiter.com Group, Inc., a Nevada corporation (“Recruiter”,“RCRT”, the “Company”, or “Licensee”). Each of GOLQ and RCRT is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
NOTE EXTENSION AGREEMENTNote Extension Agreement • May 11th, 2017 • Truli Media Group, Inc. • Special industry machinery, nec
This Note Extension Agreement (this “Agreement”) is dated as of May __, 2017 between Truli Media Group, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including their respective successors and assigns, each, a “Investor,” and collectively, the “Investors”).
AMENDMENT TO CAVALRY NOTE AGREEMENTSRecruiter.com Group, Inc. • August 11th, 2023 • Services-computer programming services
THIS AMENDMENT (the "Amendment") to the Cavalry Note Agreements, dated August 17, 2022 in the amount of $800,000, and subsequent agreement on August 30, 2022 in the amount of $200,000 (collectively, the "Agreements"), is made and entered into as of the date last executed below, by and between Recruiter.com Group, Inc., a Delaware corporation (the “Company”), and Cavalry Fund I LP, a limited partnership (the “Note Holder”), (collectively referred to herein as the "Parties").
Re: Agreement to Convert Common Stock Purchase Warrants and Series D Preferred StockRecruiter.com Group, Inc. • May 27th, 2021 • Services-computer programming services
You are being sent this letter (the “Letter Agreement”) as you are currently the holder of _____ Series D Preferred Shares (the “Series D Preferred Shares”) issued by Recruiter.com Group, Inc. (the “Company”) entitling you to purchase _____ of common stock of the Company. Reference is made to transaction documents entered into by and among the Company and NAME pursuant to which you acquired the Series D Preferred Shares and Warrants (the “Transaction Documents”).
