rcrt_ex1019





 







Exhibit 10.19



 


April
23, 2021


 


FIRST
NAME


ADDRESS


 



VIA ELECTRONIC MAIL



 


Re:
Agreement to Convert Common Stock
Purchase Warrants and Series D Preferred Stock


 


NAME:


 


You are
being sent this letter (the “Letter Agreement”) as you
are currently the holder of _____ Series D Preferred Shares (the
“Series D Preferred Shares”) issued by Recruiter.com
Group, Inc. (the “Company”) entitling you to purchase
_____ of common stock of the Company. Reference is made to
transaction documents entered into by and among the Company and
NAME pursuant to which you acquired the Series D Preferred Shares
and Warrants (the “Transaction
Documents”).


 



Our Current Financing – Potential Uplisting



 


As you
may be aware, the Company is currently in the process of pursuing a
public offering of its securities, including but not limited to,
its common stock, par value $0.001 per share (the “Common
Stock”), to raise up to $12,000,000, and list its securities
onto the NASDAQ (the “Offering”). The Company has filed
a registration statement on Form S-1 with the United States
Securities and Exchange Commission (the “SEC”) related
to the Offering which is being led by Joseph Gunnar & Co. LLC
(the “Underwriter”). In connection with the Offering
and prior to its closing, the Company will be engaging in a reverse
stock split pursuant to which the number of our shares of Common
Stock issued and outstanding will be reduced proportionately based
on the reverse stock split ratio to be determined. The share and
dollar figures in this Letter Agreement are pre-split and the share
amounts actually issued will be adjusted post-split based on the
reverse stock split ratio that is ultimately agreed to by the
Underwriter and the Company. The Company believes that attaining
and maintaining the listing of our shares of Common Stock on NASDAQ
is in the best interests of our Company and its stockholders,
because if listed on NASDAQ, the Company believes that the
liquidity in the trading of its Common Stock could be significantly
enhanced, which could result in an increase in the trading price
and may encourage investor interest and improve the marketability
of our Common Stock to a broader range of investors. The Underwriter has advised the Company that in
order for it to proceed with the Offering and with the
Company’s listing of the Common Stock on NASDAQ, it requires
that certain actions be taken by holders of securities of the
Company. The Company is therefore contacting you and other
holders of the Company’s securities to request they convert
their holdings into Common Stock.


 



What We Need From You



 


By
executing and delivering this letter, you agree to accept shares of
the Company’s restricted common stock as described below in
exchange for all outstanding Warrants and Series D Preferred
shares. As of April 19, 2021 our records indicate that you own
Warrants entitling you to purchase _____ shares of Common Stock and
have rights to ______ shares of
Common Stock based on your ownership of _____ Series D Preferred
Shares at the current conversion price of $1.60.


 


You
hereby agree by your signing of this Letter Agreement to
automatically exchange your Warrants to purchase _____ shares of
Common Stock into ______ restricted shares of Common Stock upon the
closing of the Offering (the “Automatic Warrant
Conversion”). Within ten (10) business days of the closing
date of the Offering, the Company shall send you instructions on
surrendering to the Company your original Warrants; provided,
however, the Automatic Warrant Conversion shall be effective on the
date of the closing of the Offering, whether or not you surrender
your original Warrants, which shall be null and void on such
date.


  


You
also hereby agree by your signing of this Letter Agreement to
automatically convert your ____ Series D Preferred Shares into ____
restricted shares of Common Stock upon the closing of the Offering
(the “Automatic Preferred Conversion”). Within ten (10)
business days of the date of the closing of the Offering, the
Company shall send you instructions on surrendering to the Company
the certificate representing you Series D Preferred Shares;
provided, however, the Automatic Preferred Conversion shall be
effective on the date of the closing of the Offering whether or not
you surrender such certificates, which shall be null and void on
such date.


 


All
shares being issued pursuant to this Letter Agreement are being
issued pursuant to an exemption from registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“1933 Act”), and Rule 506(b) of Regulation D
(“Regulation D”) as promulgated by the
SEC.


 



 







 






 


By your
agreement and acknowledgment below, this Letter Agreement shall
serve as written confirmation that:


 


(1) You
agree to the terms of the Automatic Warrant Conversion and the
Automatic Preferred Conversion.


 


(2) You
acknowledge and agree that upon each of the Automatic Warrant
Conversion and the Automatic Preferred Conversion, the Warrants and
Series D Preferred Shares, respectively, shall be
cancelled. 


 


(3) You
agree to the following lock-up restrictions to take effect upon the
Effective Date of the Offering:


 




a.

That for a period
of 180 days beginning on the Effective Date of the Offering (the
“Lock-Up Period”), you will not, without the prior
written consent of the Underwriter, (1) offer, pledge, sell,
contract to sell, grant, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of the Common Stock (the
“Shares”) or any securities convertible into or
exercisable or exchangeable for Shares, whether now owned or
hereafter acquired by you or with respect to which you have or
hereafter acquire the power of disposition (collectively, the
“Lock-Up Securities”); (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of the Lock-Up Securities,
whether any such transaction described in clause (1) above or this
clause (2) is to be settled by delivery of Lock-Up Securities, in
cash or otherwise; (3) make any demand for or exercise any right
with respect to the registration of any Lock-Up Securities; or (4)
publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities. Notwithstanding the
foregoing, and subject to the conditions below, you may transfer
Lock-Up Securities without the prior written consent of the
Underwriter in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the
completion of the Offering; provided that no filing under Section
16(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), shall be required or shall be
voluntarily made in connection with subsequent sales of Lock-Up
Securities acquired in such open market transactions; (b) transfers
of Lock-Up Securities as a bona fide gift, by will or intestacy or
to a family member or trust for the benefit of a family member (for
purposes of this Letter Agreement, “family member”
means any relationship by blood, marriage or adoption, not more
remote than first cousin); (c) transfers of Lock-Up Securities to a
charity or educational institution; or (d) if you, directly or
indirectly, control a corporation, partnership, limited liability
company or other business entity, any transfers of Lock-Up
Securities to any shareholder, partner or member of, or owner of
similar equity interests in such entity, as the case may be;
provided that in the case of any transfer pursuant to the foregoing
clauses (b), (c) or (d), (i) any such transfer shall not involve a
disposition for value, (ii) each transferee shall sign and deliver
to the Underwriter a lock up agreement substantially in the form of
the lock-up provisions of this Letter Agreement and (iii) no filing
under Section 16(a) of the Exchange Act shall be required or shall
be voluntarily made. You also agree and consent to the entry of
stop transfer instructions with the Company’s transfer agent
and registrar against the transfer of your Lock-Up Securities
except in compliance with the lock-up provisions of this Letter
Agreement.






 




b.

No portion of the
lock-up provisions of this Letter Agreement shall be deemed to
restrict or prohibit the exercise, exchange or conversion by you of
any securities exercisable or exchangeable for or convertible into
the Shares, as applicable; provided that you do not transfer the
Shares acquired on such exercise, exchange or conversion during the
Lock-Up Period, unless otherwise permitted pursuant to the terms of
the lock-up provisions of this Letter Agreement. In addition, no
provision herein shall be deemed to restrict or prohibit the entry
into or modification of a so-called “10b5-1” plan at
any time (other than the entry into or modification of such a plan
in such a manner as to cause the sale of any Lock-Up Securities
within the Lock-Up Period).






 




c.

You understand that
the lock-up provisions of this Letter Agreement are irrevocable and
shall be binding upon your heirs, legal representatives, successors
and assigns.






  


By
signing below, this Letter Agreement shall serve as written
confirmation that you have reviewed this Letter Agreement (and
consulted with your legal and tax advisors to the extent you deemed
necessary) and agree to the terms and conditions of the Automatic
Warrant Conversion and the Automatic Preferred Conversion as
described herein. Upon the occurrence of the closing of the
Offering you understand that you will be releasing and discharging
the Company and its affiliates from any and all obligations and
duties that such persons may have to you with respect your Warrants
and your Series D Preferred Shares. Notwithstanding anything
contained herein, in the event the Offering is not consummated on
or before June 30, 2021, this Letter Agreement will terminate and
neither the Automatic Warrant Conversion or the Automatic Preferred
Conversion shall take place. Additionally, the term “Lock-Up
Securities” shall not include any Shares purchased by you in
the Offering and, for the avoidance of doubt, any such Shares shall
not be subject to the foregoing lock-up provisions.


 


This
Letter Agreement contains the entire understanding between and
among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Letter
Agreement. In addition, you hereby represent that you meet the
requirements of at least one of the suitability standards for an
“accredited investor” as that term is defined in
Regulation D promulgated under the 1933 Act and that you have had
the opportunity to obtain any additional information, to the extent
the Company has such information in its possession or could acquire
it without unreasonable effort or expense, necessary in connection
with the matters set forth in this Letter Agreement including,
without limitation, information concerning the financial condition,
results of operations, capitalization and business of the Company
deemed relevant by you or your advisors, if any, and all such
requested information, to the extent the Company had such
information in its possession or could acquire it without
unreasonable effort or expense, has been provided to your full
satisfaction. This Letter Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada
without regard to choice of law principles. This Letter Agreement
may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Counterparts may be delivered via
facsimile, electronic mail (including .pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, for
example, www.docusign.com) or other transmission method and any
counterpart so delivered shall be deemed to have been duly and
validly delivered and be valid and effective for all purposes. In
case any provision of this Letter Agreement shall be held to be
invalid, illegal or unenforceable, such provision shall be
severable from the rest of this Letter Agreement, and the validity
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


This
letter evidences waiver by the undersigned with respect to any and
all defaults or events of default by the Company with respect to
any failure by the Company to comply with any covenants contained
in the Transaction Documents.


 


The
parties hereby consent and agree that if this Letter Agreement
shall at any time be deemed by the parties for any reason
insufficient, in whole or in part, to carry out the true intent and
spirit hereof or thereof, the parties will execute or cause to be
executed such other and further assurances and documents as in the
reasonable opinion of the parties may be reasonably required in
order more effectively to accomplish the purposes of this Letter
Agreement.


 


***REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK***


 


 




 








 






 


Please
indicate confirmation of the terms provided herein by executing and
returning this letter in the space provided below.


 


	
 

	

Very
truly yours,


	
 

	
 

	
 


	
 

	


RECRUITER.COM GROUP, INC.


	
 

	
 

	
 


	
 

	

By:

	
/s/ Evan H. Sohn



	
 

	

Name:

	

 Evan
H. Sohn


	
 

	

Title:

	

CEO


	
 

	
 

	
 


	
 

	

Date:

	

 April
23, 2021







 



ACCEPTED AND AGREED:  


 



[RECIPIENT]  


 


	
 

	
 

	
 


	

Name:

	

 NAME

	
 


	

Title:

	
 

	
 


	
 

	
 

	
 


	

Date: