COMMON STOCK PURCHASE WARRANT staffing 360 solutions, inc.Staffing 360 Solutions, Inc. • July 7th, 2022 • Services-help supply 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 _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Delaware 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 • July 7th, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2022, between Staffing 360 Solutions, Inc., a Delaware 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 • July 7th, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 1, 2022, between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • December 28th, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
The undersigned, Staffing 360 Solutions, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters 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 STAFFING 360 SOLUTIONS, Inc.Staffing 360 Solutions, Inc. • February 10th, 2023 • Services-help supply 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Delaware 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Staffing 360 Solutions, Inc.Staffing 360 Solutions, Inc. • February 16th, 2021 • Services-help supply services • New York
THIS PLACEMENT AGENT 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 Initial Exercise Date (as defined below)and on or prior to 5:00 p.m. (New York City time) on February 9, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Delaware 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of December 21, 2020, as amended February 8, 2021, and February 9, 2021, by and between the Company and H.C. Wainwright & Co., LLC, as
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2023 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2023, between Staffing 360 Solutions, Inc., a Delaware 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 • December 31st, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2020, between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT STAFFING 360 SOLUTIONS, INC.Staffing 360 Solutions, Inc. • April 24th, 2013 • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (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 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 Staffing 360 Solutions, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 of the Company (the “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).
SECURITY AGREEMENTSecurity Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This SECURITY AGREEMENT, dated as of July 8, 2015 (this “Agreement”), is among STAFFING 360 SOLUTIONS, INC., a Nevada corporation (the “Company”), certain U.S. 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 Debenture Due April 1, 2017, in the original aggregate principal amount of $3,920,000.00 (collectively and as they may be amended, restated, supplemented or otherwise modified from time to time, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT STAFFING 360 SOLUTIONS, Inc.Staffing 360 Solutions, Inc. • February 10th, 2023 • Services-help supply services • New York
THIS PLACEMENT AGENT 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 above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Delaware 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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of January 4, 2023.
STRICTLY CONFIDENTIAL Staffing 360 Solutions, Inc. 641 Lexington Avenue 27th Floor New York, NY 10022 Attn: Brendan Flood, Chief Executive Officer Dear Mr. Flood:Letter Agreement • December 31st, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This letter agreement (this “Agreement”) constitutes the agreement between Staffing 360 Solutions, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwr
Securities Transfer Corporation, as Rights Agent RIGHTS AGREEMENT Dated as of October 1, 2023Rights Agreement • October 2nd, 2023 • Staffing 360 Solutions, Inc. • Services-help supply services • Delaware
Rights Agreement, dated as of October 1, 2023 (“Agreement”), between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and Securities Transfer Corporation, a federally chartered trust company, as Rights Agent (the “Rights Agent”).
CREDIT AND SECURITY AGREEMENT dated as of April 8, 2015 by and among PEOPLESERVE PRS, INC., Borrower and MIDCAP FINANCIAL TRUST, as Administrative Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETOCredit and Security Agreement • April 9th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • Maryland
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of April 8, 2015 by and among PEOPLESERVE PRS, INC., a Massachusetts corporation (“PRS” or “Borrower”,”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 29th, 2019 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 2016 • Staffing 360 Solutions, Inc. • Services-help supply services
This Stock Purchase Agreement (“Agreement”) is made and entered into on June 24, 2016 (“Effective Date”), by and between Staffing 360 Solutions, Inc., a Nevada corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of April 8, 2015, by and between Staffing 360 Solutions, Inc., a Nevada corporation (the “Company”), and MidCap Financial Trust, a Delaware statutory trust (the “Investor”).
THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of October 27, 2022 by and among STAFFING 360 SOLUTIONS, INC., as the Company, and FARO RECRUITMENT AMERICA, INC., MONROE STAFFING SERVICES, LLC, LIGHTHOUSE PLACEMENT SERVICES, INC., KEY...Note Purchase Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of October 27, 2022, by and among STAFFING 360 SOLUTIONS, INC., a Delaware corporation (the “Company”), as issuer of the Senior Notes (as defined below), Faro Recruitment America, Inc., a New York corporation (“Faro”), Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”), Lighthouse Placement Services, Inc., a Massachusetts corporation (“Lighthouse”), Key Resources, Inc., a North Carolina corporation (“Key Resources”; together with Faro, Monroe and Lighthouse, referred to herein collectively as the “Existing Guarantors”), HEADWAY WORKFORCE SOLUTIONS, INC., a Delaware corporation (“Headway Workforce”), HEADWAY EMPLOYER SERVICES, LLC, a Delaware limited liability company (“Headway Employer”), HEADWAY PAYROLL SOLUTIONS, LLC, a Delaware limited liability company (“Headway Payroll”), HEADWAY HR SOLUTIONS, INC., a New York corporation (“Headway HR”), and NC PEO HOLDINGS, LLC, a Delaware limited liabil
LIMITED CONSENT TO Second Amended and Restated Note Purchase AgreementNote Purchase Agreement • October 25th, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS LIMITED CONSENT TO THE Second Amended and Restated Note Purchase Agreement (this “Limited Consent”) is effectively dated as of the 21st day of October 2022, by and among Staffing 360 Solutions, Inc. (the “Company”) and Jackson Investment Group, LLC (“Jackson”).
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of October 27, 2022 (the “Effective Date”), is by and between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2024 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 26, 2023 and is entered into by and between Melanie Grossman (the “Executive”) and Staffing 360 Solutions, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2011 • Golden Fork Corp • Retail-eating places
ContractStaffing 360 Solutions, Inc. • November 13th, 2018 • Services-help supply services
THIS NOTE HAS NOT 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 14th, 2011 • Golden Fork Corp • Retail-eating places
NEITHER THIS NOTE, NOR ANY SECURITIES CONSTITUTING INTEREST CONVERSION SHARES (DEFINED BELOW) THAT MAY BE ISSUED AS PROVIDED HEREIN, HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE...Staffing 360 Solutions, Inc. • April 6th, 2017 • Services-help supply services
The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the “Subordination Agreement”), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, (“Subordinated Lender”), Staffing 360 Solutions, Inc., a Nevada corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Senior Agent”) for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
AMENDMENT NO. 23 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 30th, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 23 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 26th day of September, 2022, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”), and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Funding X Trust (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced belo
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 10th, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services
AMENDMENT NO. 17 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 27th, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 17 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 26th day of October, 2020, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”), and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Funding X Trust (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below,
AMENDMENT NO. 26 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 25th, 2022 • Staffing 360 Solutions, Inc. • Services-help supply services
THIS AMENDMENT NO. 26 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is effectively dated as of the 20th day of October, 2022, by and among MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, STAFFING 360 GEORGIA, LLC, a Georgia limited liability company, and KEY RESOURCES, INC., a North Carolina corporation (each of the foregoing Persons and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “Borrowers”), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as “Parent”), and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Funding X Trust (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below,
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Employment Agreement (this “Agreement”) is made and entered into as of July 8, 2015 (the “Effective Date”), by and between Lighthouse Placement Services, LLC, a Massachusetts limited liability company (the “Company”) and an indirect wholly-owned subsidiary of Staffing 360 Solutions, Inc., a Nevada corporation (“Buyer” and, collectively with Buyer’s successors and assigns and its direct and indirect subsidiaries, including the Company, the “Covered Parties”), and Alison Fogel (hereinafter, “Executive”), whose principal address is set forth underneath Executive’s name on the signature page hereto. The Company agrees to employ Executive and Executive hereby accepts employment with the Company as of the date hereof upon the terms and conditions set forth below. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among Executive, Dav
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 10th, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services
AT THE MARKET OFFERING AGREEMENTTerms Agreement • May 11th, 2017 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
Staffing 360 Solutions, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (the “Manager”) as follows:
US2008 14814113 3Staffing 360 Solutions, Inc. • November 16th, 2018 • Services-help supply services
THIS NOTE HAS NOT 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PERSONAL AND CONFIDENTIALPersonal and Confidential • February 20th, 2013 • Staffing 360 Solutions, Inc. • Retail-eating places • New York
This letter agreement confirms our understanding of the engagement of Grandview Capital Partners, Inc. (“Grandview”) by 360 Solutions, Inc.(together with its subsidiaries and affiliates, the “Company”) to act as an advisor to the Company.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 7th, 2013 • Staffing 360 Solutions, Inc. • Retail-eating places • Nevada
This Note Purchase Agreement (this “Agreement”) is made and entered as of _________________, 2013 by and between Staffing 360° Solutions, Inc., a publicly held Nevada company (OTCQB: STAF) (OTCBB: STAF) (“STAF” or the “Company”), and _____________________ (“Buyer”), with reference to the following facts:
