PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT staffing 360 solutions, inc.Staffing 360 Solutions, Inc. • July 23rd, 2021 • Services-help supply services
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 July 20, 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 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 issued pursuant to that certain engagement letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of December 21, 2020, as amended.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2021 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2021, 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”).
July 22, 2021 Via Electronic Mail Staffing 360 Solutions, Inc. 3A London Wall Buildings London Wall London EC2M 5SY United Kingdom Attn: Brendan Flood, Chairman and Chief Executive OfficerElectronic Mail • July 23rd, 2021 • Staffing 360 Solutions, Inc. • Services-help supply services
Reference is hereby made to that certain Second Amended and Restated Note Purchase Agreement, dated as of October 26, 2020, among Jackson Investment Group, LLC (the “Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Company”), and certain subsidiaries of Company signatory thereto, as amended prior to the date hereof, including pursuant to that certain (a) Limited Consent, Waiver and Amendment Agreement dated as of February 5, 2021, among Company, Purchaser and the Guarantors party thereto, and (b) Side Letter Agreement dated as of May 6, 2021, among Company, Purchaser and the Guarantors party thereto (as so amended, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.
ContractStaffing 360 Solutions, Inc. • July 23rd, 2021 • 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.
