UNDERWRITING AGREEMENT between RECRUITER.COM GROUP, INC., and JOSEPH GUNNAR & CO. LLC as Representative of the Several UnderwritersUnderwriting Agreement • May 27th, 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 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:
WARRANT TO PURCHASE COMMON STOCK RECRUITER.COM GROUP, INC.Recruiter.com Group, Inc. • May 27th, 2021 • Services-computer programming services
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 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 hereunder1. 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 27th, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of May __, 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”).
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”).
COMMON STOCK PURCHASE WARRANT RECRUITER.COM GROUP, INC.Recruiter.com Group, Inc. • May 27th, 2021 • Services-computer programming services • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] 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 May __, 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 of common stock (“Common Stock”) of the Company, par value $0.0001 (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 1(b).
Re: Notice of the Automatic Conversion of 12.5% Original Issue Discounts Senior Secured Debentures and Agreement to Certain Amendments to Common Stock Purchase WarrantsRecruiter.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 $_______ 12.5% Original Issue Discount Senior Subordinate Convertible Debentures (the “Debentures”) issued by Recruiter.com Group, Inc. (the “Company”) and $_______ Common Stock Purchase Warrants (the “Warrants”) entitling you to purchase in additional _______ of common stock of the Company. Reference is made to transaction documents entered into by and among the Company and Michael J. Calise pursuant to which you acquired the Debentures and Warrants (the “Transaction Documents”). The Transaction Documents refer to the documents entered into in connection with the Company’s bridge offering consummated between May and June 2020 (the “Initial Bridge Transaction Documents”) and /or our bridge offering consummated in January 2021 (the “Subsequent Bridge Transaction Documents”), depending upon which (or both) offerings in which you participated.
Re: Agreement to Convert Series E 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 E Preferred Shares (the “Series E Preferred Shares”) issued by Recruiter.com Group, Inc. (the “Company”). Reference is made to transaction documents entered into by and among the Company and SHAREHOLDER pursuant to which you acquired the Series E Preferred Shares (the “Transaction Documents”).
