Exhibit 4.1


 





 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT OR SATISFACTORY ASSURANCES TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER, PLEDGE OR
HYPOTHECATION. 


 


WARRANT TO PURCHASE COMMON STOCK


 


OF


 


STAFFING 360 SOLUTIONS, INC.


 


Void after April ____, 2019


 


	Warrant No. 	Date of Issuance: April ____, 2015



 


This certifies that,
for value received, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, or its registered assigns (the “Holder”)
is entitled, subject to the terms set forth below, to purchase from Staffing 360 Solutions, Inc. (the “Company”),
a Nevada corporation, One Hundred Twenty Thousand (120,000) shares of the Common Stock of the Company (the “Warrant Shares”),
upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money
of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below.


 


As issued herein, number,
character and Exercise Price of such shares of Common Stock (the “Common Stock”) are subject to adjustment as
provided below. This Warrant is being executed and delivered pursuant to the terms of a Credit and Security Agreement of even date
among the Company, the other loan parties thereto from time to time and Holder (the “Credit and Security Agreement”).
The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein. Unless otherwise separately defined herein, all capitalized terms used in this Warrant shall have
the same meaning as is set forth in the Credit and Security Agreement.


 


The following terms
shall apply to this Warrant:


 


1.            Term
of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part,
during the term commencing on the Date of Issuance, and ending at April _____, 2019.


 









    	 



    	 



    

 


2.            Exercise
Price. The Exercise Price per share of Common Stock at which this Warrant may be exercised shall be equal to $1.25 per
share as adjusted from time to time pursuant to Section 10 below (the “Exercise Price”). If the Exercise Price
is adjusted, then the number of Warrant Shares issuable pursuant to this Warrant shall be appropriately adjusted, using the formula
set forth in Section 10 hereof.


 


3.            Exercise
of Warrant.


 


(a)          The
purchase rights represented by this Warrant are exercisable by the Holder in whole or in part, at any time, or from time to time,
by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder,
at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company.


 


(b)          Notwithstanding
anything to the contrary set forth herein, upon exercise of this Warrant, the Holder may, at the Holder’s election exercise
this Warrant by paying to the Company an amount equal to the aggregate Exercise Price of the Warrant Shares being purchased.


 


(c)          This
Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise
as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for
all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or
after such date, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate
or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the
Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.


 


4.            No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash
payment equal to the Exercise Price multiplied by such fraction.


 


5.            Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and, in the case of loss, theft, or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company
at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.


 


6.            Rights
of Stockholders. Until the Holder exercises this Warrant and the Company issues the Holder Warrant Shares purchasable upon
the exercise hereof, as provided herein, the Holder shall not be entitled to vote or receive dividends or be deemed the holder
of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent or assert dissenter’s rights with respect to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance,
or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise.


 




    	 



    	 



    

 


7.            Transfer
of Warrant.


 


(a)          Warrant
Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses
of the Holder. The Holder may change his address as shown on the Warrant Register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to
the Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred
on the Warrant Register, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant
for all purposes, notwithstanding any notice to the contrary.


 


(b)          Warrant
Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register
referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange,
or replacement, as the case may be, shall be made at the office of such agent.


 


(c)          Transferability
and Non-negotiability of Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with
the terms of this Warrant and all applicable federal and state securities laws by the transferor and the transferee (including
the delivery of investment representation letters reasonably satisfactory to the Company, if such are requested by the Company).


 


(d)          Compliance
with Securities Laws.


 


(i)          The
Warrant and the Warrant Shares are characterized as “restricted securities” under the Securities Act of 1933, as amended
(the “1933 Act”), inasmuch as they are being acquired from the Company in a transaction not involving a public
offering, and that under the 1933 Act and applicable regulations thereunder, such securities may be resold without registration
under the 1933 Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with the
Securities and Exchange Commission (“SEC”) Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the 1933 Act. The Company is under no obligation to register any of the securities sold hereunder, except
as provided in Section 11 hereof. No public market now exists for this Warrant or the Warrant Shares and it is uncertain whether
a public market will ever exist for this Warrant or the Warrant Shares.


 


(ii)          This
Warrant and all certificates for the Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state securities laws):


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR SATISFACTORY ASSURANCES TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER,
PLEDGE OR HYPOTHECATION.”


 




    	 



    	 



    

 


Certificates evidencing the Warrant or
Warrant Shares shall not contain any legend (including the legend set forth in this Section): (i) following a sale of such Warrant
or Warrant Shares pursuant to an effective registration statement or (ii) following a sale of such Warrant or Warrant Shares pursuant
to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act of 1933, as amended (the
“Securities Act”) (including judicial interpretations and pronouncements issued by the staff of the SEC). Following
such time as restrictive legends are not required to be placed on certificates representing the Warrant or Warrant Shares, the
Company will, no later than three Trading Days following the delivery by a Holder to the Company or the Company’s transfer
agent of a certificate representing the Warrant or Warrant Shares containing a restrictive legend, deliver or cause to be delivered
to such Holder a certificate representing such Warrant or Warrant Shares that is free from the restrictive legend provided for
in this Section. The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after
the effective date of a registration statement covering the Warrant or Warrant Shares if required by the Company’s transfer
agent to effect the removal of the legend hereunder. The Company may not make any notation on its records or give instructions
to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for the
Warrant or Warrant Shares subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the
Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company system.


 


(e)         Disposition
of the Holder's Rights.


 


(i)          Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company
or its designated agent, together with a written assignment of this Warrant, substantially in the form attached hereto, duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


 


(ii)          New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 7(e)(i), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
exercise date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


(f)           Any
entity to whom the Holder transfers any right to purchase the Warrant Shares pursuant to this Warrant or any of the Warrant Shares
issuable upon the exercise of such right shall become a “Holder” for purposes of this Section 7.


 


8.            Reservation
of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant
and, from time to time, will take all steps necessary to amend its Certificate of Incorporation, as amended (the “Certificate”)
as the same may be amended from time to time to provide sufficient reserves of shares of Common Stock issuable upon exercise of
the Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant,
upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens, and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common
Stock upon the exercise of this Warrant.




    	 



    	 



    

 


9.            Amendments.


 


(a)          Any
term of this Warrant, may be amended, and any waiver of any term of this Warrant may be granted, with the written consent of the
Company and the Holder. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Holder and
each future holder of the Warrant and the Company, notwithstanding the fact that the Holder or such future holder did not consent
to such amendment or waiver.


 


(b)          No
waivers of or exceptions to any term, condition or provision of the Warrants, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition or provision.


 


10.          Adjustments.
The Exercise Price and the number of shares purchasable hereunder are subject to adjustment from time to time as follows:


 


(a)          Reclassification,
etc. If the Company at any time while this Warrant, or any portion thereof, remains outstanding and unexpired shall, capital
reorganization, by reclassification, consolidation or merger of the Company with or into another person, or otherwise change any
of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would
have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately
adjusted, all subject to further adjustment as provided in this Section 10.


 


(b)          Split,
Subdivision or Combination of Warrant Shares. If the Company at any time while this Warrant, or any portion thereof, remains
outstanding and unexpired shall split (whether by stock dividend or otherwise), subdivide or combine the securities as to which
purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such
securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of
a combination.


 


(d)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 10, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall, upon the written request, at any time, of any such holder, furnish or cause to be furnished to such
holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Exercise Price at the time in effect;
and (iii) the number of shares and the amount, if any, of other property which at the time would be received upon the exercise
of the Warrant.      


 




    	 



    	 



    

 


12.          Miscellaneous.


 


(a)          Additional
Undertaking. The Holder hereby agrees to take whatever additional action and execute whatever additional documents the Company
may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either
the Holder or the shares of Common Stock issued upon exercise hereof pursuant to the provisions of this Warrant.


 


(b)          Governing
Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New York without resort
to that State's conflict-of-laws rules.


 


(c)          Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors
and assigns and upon the Holder, the Holder's permitted assigns and the legal representatives, heirs and legatees of the Holder's
estate, whether or not any such person shall have become a party to this Warrant and have agreed in writing to join herein and
be bound by the terms hereof.


 


(d)          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


(e)          Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Subscription Agreement.


 


(f)           Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Subscription Agreement.


 


(g)          Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


(h)          Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


(Signatures appear on the following page.)




    	 



    	 



    

 


IN WITNESS WHEREOF,
Staffing 360 Solutions, Inc. has caused this Warrant to be executed by its officer thereunto duly authorized.


 


Dated as of April ______, 2015.


 


	 	STAFFING 360 SOLUTIONS, INC.


 


	 	By:	 
	 	 	  Name:
	 	 	  Title:


 




    	 



    	 



    

 


NOTICE OF EXERCISE


 


	To:	Staffing 360 Solutions, Inc.


 


(1)          The
undersigned hereby elects to purchase ____________ shares of Common Stock of Staffing 360 Solutions, Inc., pursuant to the terms
of the attached Warrant.


 


Such exercise is made
pursuant to Section 1(a) and the undersigned herewith makes payment of the Warrant Price for such shares in full in the amount
of $___________.


 


(2)          In
exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock have not been registered
under the Securities Act of 1933, as amended (the “1933 Act”), and are restricted securities under the 1933
Act and that the undersigned will not offer, sell, or otherwise dispose of any such shares of Common Stock except under circumstances
that will not result in a violation of the 1933 Act or any state securities laws.


 


(3)          Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


 


	 	Name	 	 
	 	 	 	 
	 	Name	 	 


 


(4) Please issue a new Warrant for the
unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:


 


	 	Name	 	 
	 	 	 	 
	 	Name	 	 


 


	Signature:	 	 



 


	Date: