ContractSecurities Purchase Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS INSTRUMENT IS 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 JULY 8, 2015 BY AND AMONG [PURCHASERS], JOINTLY AND SEVERALLY (COLLECTIVELY, “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.
COMMON STOCK PURCHASE WARRANT STAFFING 360 SOLUTIONS, inc.Staffing 360 Solutions, Inc. • July 14th, 2015 • Services-help supply services
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. 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 a Payment Breach (as defined below) occurs (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Nevada corporation (the “Company”), up to Three Million Nine Hundred Twenty Thousand (3,920,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) 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”).
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
ContractSubordination Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THE INDEBTEDNESS EVIDENCED HEREBY IS 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 JULY 8, 2015 BY AND AMONG THE PURCHASERS, JOINTLY AND SEVERALLY (COLLECTIVELY, “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 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.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is being executed and delivered as of July 8, 2015, by each of Alison Fogel and David Fogel, a married couple residing in the State of Maine (each, a “Seller” and together, the “Sellers”), in favor of and for the benefit of Staffing 360 Solutions, Inc., a Nevada corporation (“Buyer”), Lighthouse Placement Services, LLC, a Massachusetts limited liability company (the “Company”), and each of Buyer’s and the Company’s present and future Affiliates, successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Purchase Agreement (as defined below).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 14th, 2015 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This EQUITY PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of July 8, 2015, by and among (i) Alison Fogel and David Fogel (together, “Sellers”), (ii) Lighthouse Placement Services, LLC, a Massachusetts limited liability company (the “Company” and together with the Sellers, the “Seller Parties”), and (iii) Staffing 360 Solutions, Inc., a Nevada corporation (“Buyer”).
