SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2020, between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Staffing 360 Solutions, Inc.Placement Agent Agreement • December 31st, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
THIS PLACEMENT AGENT 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 above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 30, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Staffing 360 Solutions, Inc., a Delaware 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of December 21, 2020, by and between the Company and H.C. Wainwright & Co., LLC.
STRICTLY CONFIDENTIAL Staffing 360 Solutions, Inc. 641 Lexington Avenue 27th Floor New York, NY 10022 Attn: Brendan Flood, Chief Executive Officer Dear Mr. Flood:Exclusive Agency Agreement • December 31st, 2020 • Staffing 360 Solutions, Inc. • Services-help supply services • New York
This letter agreement (this “Agreement”) constitutes the agreement between Staffing 360 Solutions, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwr
