SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2023 • ShiftPixy, Inc. • Services-employment agencies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2023, between ShiftPixy, Inc., a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK SHIFTPIXY, INC.Warrant Agreement • July 14th, 2023 • ShiftPixy, Inc. • Services-employment agencies
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 14, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHIFTPIXY, INC.Pre-Funded Common Stock Purchase Warrant • July 14th, 2023 • ShiftPixy, Inc. • Services-employment agencies
THIS PRE-FUNDED 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 herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ShiftPixy, Inc., a Wyoming corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
ContractPlacement Agent Agreement • July 14th, 2023 • ShiftPixy, Inc. • Services-employment agencies • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and ShiftPixy, Inc., a Wyoming corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Commo
AMENDMENT NO. 1 TO WARRANTSCommon Stock Purchase Warrant Amendment • July 14th, 2023 • ShiftPixy, Inc. • Services-employment agencies
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 12th day of July, 2023, by and among ShiftPixy, Inc., a Wyoming corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
