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:
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.
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).
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”).
