UNDERWRITING AGREEMENT between SharedLABS, Inc. and ThinkEquity A Division of Fordham Financial Management, Inc. as Representative of the Several Underwriters SharedLABS, Inc.Underwriting Agreement • September 24th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
The undersigned, SharedLABS, Inc., a corporation formed under the laws of the State of Delaware (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 SharedLabs, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a Division of Fordham Financial Management, Inc. (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:
FORM OF WARRANTWarrant Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services
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 Issuance Date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SharedLabs, 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).
Purchase and Sale Agreement (“Agreement”)Purchase and Sale Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • New Jersey
DEBT AND LIEN SUBORDINATION AGREEMENTDebt and Lien Subordination Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • California
This DEBT AND LIEN SUBORDINATION AGREEMENT (this “Agreement”) is made as of August 10, 2017, among ITECH US, INC., a Virginia corporation (the “Borrower”); SUPER G CAPITAL, LLC, a Delaware limited liability company (“Subordinate Creditor”); and PRESTIGE CAPITAL CORPORATION, a New Jersey corporation (“Senior Creditor”).
BY AND BETWEEN SHAREDLABS, INC., AS PURCHASER AND JONATHAN A. CLARK, AS SELLER DATED AS OF NOVEMBER [ ], 2017 STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONStock Purchase Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • Delaware
This Stock Purchase Agreement (this “Agreement”), is made on this day of November 2017, by and between, SHAREDLABS, INC., a Delaware corporation (the “Purchaser”) and JONATHAN A. CLARK, (the “Seller”), an individual residing in the State of California and the sole shareholder of Exois, Inc., a California corporation (the “Company”).
Powered By Libertas Funding LLCFuture Receivables Sale Agreement • September 13th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
This FUTURE RECEIVABLES SALE AGREEMENT (“Agreement”) dated 8/23/2018, is made by and between Libertas Funding LLC, a Connecticut limited liability company (“Purchaser”), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the Owner/Guarantor Information below.
THE LOAN EVIDENCED HEREBY IS SUBORDINATED TO FULL PAYMENT OF THE INDEBTEDNESS DUE SENIOR LENDER (DEFINED BELOW) PURSUANT TO THAT DEBT AND LIEN SUBORDINATION AGREEMENT BY AND BETWEEN LENDER AND SENIOR LENDERBusiness Loan and Security Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • California
This Business Loan and Security Agreement (“Agreement”), dated as of August 11, 2017, is entered into by the Borrower named below and Super G Capital, LLC, a Delaware limited liability company (“Lender”).
SUBORDINATION AGREEMENT FOR SELLER SUBORDINATED NOTESubordination Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
SharedLabs, Inc., a Delaware corporation (“Parent”), iTech US, Inc., a Virginia corporation (“iTech”), and Kishore Khandavalli (the “undersigned”), as the shareholder of iTech, are parties to that certain Stock Purchase Agreement (together with any and all amendments, supplements or other modifications thereto, the “Purchase Agreement”), dated as of June 30, 2017, pursuant to which, among other things, Parent purchased all of the stock of iTech (the “Acquisition Transaction”); the Purchase Agreement and all other agreements, documents and instruments executed and delivered in connection with the Acquisition Transaction, as each may be amended, modified, restated or supplemented from time to time, are collectively referred to herein as the “Acquisition Transaction Documents”;
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • July 31st, 2018 • SharedLabs, Inc • Services-computer programming services • New York
THIS PUT AND CALL OPTION AGREEMENT (the “Agreement”) is made as of August 11, 2017, by and among SHAREDLABS, INC., a Delaware corporation (“SharedLabs” or the “Company”), KISHORE KHANDAVALLI (the “Selling Shareholder”), JASON CORY (“CEO”) and RICHARD JACKMAN (“CRO” and together with the CEO, the “Principals”).
CONTRIBUTION AGREEMENTContribution Agreement • January 30th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
This Contribution Agreement is made by and between SHAREDLABS, INC., a Delaware corporation (“SharedLabs”), and KISHORE KHANDAVALLI (the “Rollover Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Stock Purchase Agreement (as defined below).
INVOICE PURCHASE AGREEMENTInvoice Purchase Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services
THIS INVOICE PURCHASE AGREEMENT is made on January 30, 2018 between Sharedlabs, Inc. d/b/a SharedLabs; ITech US, Inc. d/b/a iTech; and Smartworks, LLC d/b/a SmartWorks collectively known as (“Seller”) and LSQ Funding Group, L.C. (“Purchaser”).
SHAREDLABS, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services
This Employment Agreement (this “Agreement”), dated August 14, 2017 between the Executive and the Company (the “Effective Date”) is made by and between SharedLabs, Inc., a Delaware corporation (the “Company”), with a place of business at 118 W Adams, Suite 200, Jacksonville, FL 32202 USA, and John F. Andrews (“Executive”), an individual residing at 197 Admirals Way South, Ponte Vedra Beach FL 32082.
STOCK PURCHASE AGREEMENT BY AND AMONG SharedLabs, INc., As PURCHASER ANDStock Purchase Agreement • January 30th, 2018 • SharedLabs, Inc • Services-computer programming services • Delaware
This Stock Purchase Agreement (this “Agreement”), is made effective as of the 30th day of June, 2017 (the “Effective Date”), by and among SHAREDLABS, INC., a Delaware corporation (the “Purchaser”), ITECH US, INC, a Virginia corporation (the “Company”), and KISHORE KHANDAVALLI, (the “Seller”), an individual residing in the State of Texas and the sole shareholder of the Company.
Agreement for the Purchase and Sale of Future ReceiptsPurchase and Sale of Future Receipts • September 13th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
Seller’s Legal Name: SMART WORKS, LLC/ SMART WORKS IT SERVICES, LLC/ITECH US, INC./ SHAREDLABS, INC./ EXOIS, INC. D/B/A: SMARTWORKS/ SMART WORKS IT SERVICES, LLC
ContractContinuing Guaranty • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services
VALUE ASSURANCES AGREEMENTValue Assurances Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • Delaware
This VALUE ASSURANCES AGREEMENT (this “Agreement”), is effective as of June 30, 2017 (the “Effective Date”) by and between KISHORE KHANDAVALLI (“Khandavalli”, and the “Contributor”) on the one hand and SHAREDLABS, INC., a Delaware corporation (“Acquirer”) on the other.
COLLATERAL ASSIGNMENT OF RIGHTS UNDER ACQUISITION TRANSACTION DOCUMENTSCollateral Assignment of Rights • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • California
This Collateral Assignment of Rights under Acquisition Transaction Documents (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of August __, 2017 by and between SHAREDLABS, INC., a Delaware corporation (“Acquisition Party”), and SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”) pursuant to that certain Business Loan and Security Agreement, dated of even date herewith (as amended, supplemented or restated from time to time, the “Loan Agreement”), by and among Acquisition Party, ITECH US, INC., a Virginia corporation (the “Company”) and SMART WORKS, LLC, a New Jersey limited liability company (“Smart Works” and, together with Acquisition Party and the Company, “Borrower”), and Lender.
Agreement for the Purchase and Sale of Future ReceiptsPurchase and Sale Agreement • September 13th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
Seller’s Legal Name: SMART WORKS, LLC/ SMART WORKS IT SERVICES, LLC/ ITECH US, INC./SHAREDLABS, INC./ EXOIS, INC. D/B/A: SMARTWORKS/ SMART WORKS IT SERVICES, LLC
Forbearance AgreementForbearance Agreement • July 31st, 2018 • SharedLabs, Inc • Services-computer programming services
This forbearance agreement, created on July 27, 2018 is entered into by and between SharedLABS, Inc., (Borrower), and Kishore Khandavalli (Lender).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2018 • SharedLabs, Inc • Services-computer programming services
This Employment Agreement (this “Agreement”), dated June 22, 2017 (the “Effective Date”) is made by and between SharedLabs, Inc., a Delaware corporation (the “Company”), with a place of business at 118 West Adams Street, Suite 200, Jacksonville, Florida 32202, and Timothy Rahman, (“Executive”), an individual residing at 4722 Laurette Street, Torrance, California, 90503.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2018 • SharedLabs, Inc • Services-computer programming services • New York
Purchase and Sale Agreement (“Agreement”)Purchase and Sale Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • Delaware
CONSULTING AGREEMENTConsulting Agreement • January 30th, 2018 • SharedLabs, Inc • Services-computer programming services • Florida
THIS CONSULTING AGREEMENT (the “Agreement”), made as of June 20, 2017, is entered into by and between SharedLabs, Inc., a Delaware Corporation (the “Company”), and Peach Management, LLC, a Puerto Rico limited liability company (the “Consultant”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 15th, 2018 • SharedLabs, Inc • Services-computer programming services • Delaware
This Transition Services Agreement (this “Agreement”) is made on this ___ day of ____________, 2017 by and among KISHORE KHANDAVALLI (the “Seller”), SHAREDLABS, INC., a Delaware corporation (the “Purchaser”) and ITECH US, INC. (the “Company”).
