Exhibit 4.6


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”), is made and entered into as of April 8, 2015, by and between Staffing 360 Solutions, Inc., a Nevada
corporation (the “Company”), and MidCap Financial Trust, a Delaware statutory trust (the “Investor”).


 


WHEREAS, the Company has issued to the Investor
a Warrant, dated April 8, 2015, pursuant to which the Investor can purchase up to an aggregate of 120,000 shares (the “Warrant”)
of Common Stock (as defined below) of the Company; and


 


WHEREAS, in connection with the consummation
of the transactions contemplated by the Warrant, and pursuant to the terms of the Warrant, the parties desire to enter into this
Agreement in order to grant certain registration rights to the Investor as set forth below.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:


 


ARTICLE
I


 


1.          Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“Affiliate” of a
Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” has
the meaning set forth in the preamble.


 


“Board” means the
board of directors of the Company (and any successor governing body of the Company or any successor of the Company).


 


“Commission” means
the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.


 


“Common Stock” means
the common stock, par value $0.00001 per share, of the Company and any other shares of stock issued or issuable with respect thereto
(whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection
with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).


 


“Company” has the
meaning set forth in the preamble and includes the Company's successors by merger, acquisition, reorganization or otherwise.


 




    	 



    	 



    

 


“Credit Agreement” means
the Credit and Security Agreement, dated as of April 8, 2015, by and among the Company, the other loan parties thereto, MidCap
Financial Trust, a Delaware statutory trust, as agent (including its successor and assigns), and the financial institutions from
time to time party thereto as lenders.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which
shall be in effect from time to time.


 


“Governmental Authority” means
any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any
arbitrator, court or tribunal of competent jurisdiction.


 


“Investor” has the
meaning set forth in the preamble.


 


“Person” means an
individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.


 


“Registrable Securities” means
(a) any shares of Common Stock held by the Investor from the exercise of the Warrant or issuable upon conversion, exercise or exchange
of the Warrant owned by the Investor, and (b) any shares of Common Stock issued or issuable with respect to any shares described
in subsection (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization (it being understood that for purposes of this Agreement, a Person shall be deemed
to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable
Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective
by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities
can be sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force)
under the Securities Act are met, (iii) such securities are otherwise transferred and such securities may be resold without subsequent
registration under the Securities Act, or (iv) such securities shall have ceased to be outstanding.


 




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“Registration Statement” means
any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits
and all materials incorporated by reference in such Registration Statement.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).


 


“Securities Act” means
the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall
be in effect from time to time.


 


“Selling Expenses” means
all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and
fees and disbursements of counsel for any holder of Registrable Securities.


 


“Warrant”
has the meaning set forth in the recitals.


 


2.        Piggy
Back Registration. 


 


(a)          If
at any time the Company proposes to file a Registration statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for security holders of the Company for their account (or by the Company and by security holders
of the Company), other than a Registration Statement (i) filed in connection with an offering of securities to employees
or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or
any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing
security holders, (iv)  for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange,
asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction
that results in all of the Company’s shareholders having the right to exchange their Common Stock for cash, securities or
other property of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of
such proposed filing to the Investor as soon as practicable but in no event less than three (3) business days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer
to the Investor in such notice the opportunity to include in a registration statement and register the sale of such number of
the Registrable Securities as Investor may request in writing within three (3) business days following receipt by Investor of
such notice (a “Piggy-Back Registration”), provided, however, the Investor Shares shall only be entitled to
one Piggy-Back Registration right, except that the right shall survive as to any shares excluded from a registration pursuant
to Section 2(b) or Section 2(d). The Company shall include in such registration statement such Registrable Securities that are
requested to be included therein within three (3) business days after the receipt by Registrable Securities of any such notice,
on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention
to register any securities and prior to the effective date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its
election, give written notice of such determination to Investor, and (x) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in
the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same
period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten
offering, then the Investor making a request for its Registrable Securities to be included therein must permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof and the Investor
shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back
Registration and the Investor shall be responsible for any fees or commissions due to such underwriters in connection with the
sale of such Registrable Securities.


 




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(b)          Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the Investor in writing that the dollar amount or number of shares of Common Stock which the Company desires
to sell, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Investor
holders of the Registrable Securities, together with the Registrable Securities as to which registration has been requested under
this section, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in any such registration:


 


		(1)	If the registration is undertaken for the Company’s
account: (A) first, the shares of Common Stock that the Company desires to sell; and (B) to the extent of the Maximum Number of
Securities, the shares of Common Stock, pro-rata among holders, for the account of any persons, including the Investor for
which the Company is obligated to register pursuant to contractual piggy-back registration rights such as in this Agreement.



 


(c)          Withdrawal.
The Investor may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The
Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the Investor in connection with such Piggy-Back Registration.


 




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(d)          Limitations
on Piggy-Back Registration Rights. The Piggy-Back Registration right granted pursuant to this Section shall expire upon the
date the Registrable Securities are eligible for sale without registration pursuant to Rule 144. Further, the Company has the right
exclude any Registrable Securities to the extent that the Company is contractually obligated to exclude such securities.


 


3.           [Reserved]


 


4.           Lock-up
Agreement. Each holder of Registrable Securities agrees that in connection with any public offering of the Company's Common
Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without
the prior written consent of such managing underwriter, during the thirty (30) days prior to the effective date of such registration
and ending on the date specified by such managing underwriter (such period not to exceed six (6) months in the case of any registration)
(a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge
the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible
into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by
the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a)
or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Each holder of Registrable
Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter
which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the
contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up
agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company
permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to, or do not require such
arrangement to be entered into by, any officer, director or holder of greater than ten (10%) percent of the outstanding Common
Stock.


 


5.           Registration
Procedures. If and whenever any Registrable Securities are to be registered pursuant to the provisions of this Agreement, the
Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:


 


(a)          in
connection with an underwritten offering in which the Company offers shares of Common Stock, enter into such customary agreements
(including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such
Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition
of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate
in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers
of the Registrable Securities);


 




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(b)          otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its
stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company's first
full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q,
10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act.


 


(c)          in
connection with an underwritten offering in which the Company offers shares of Common Stock, furnish to the selling holder of Registrable
Securities and each underwriter with (i) a legal opinion of the Company's outside counsel, dated the effective date of such Registration
Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting
agreement), in form and substance as is customarily given in opinions of the Company's counsel to underwriters in underwritten
public offerings; and (ii) a “comfort” letter signed by the Company's independent certified public accountants in form
and substance as is customarily given in accountants' letters to underwriters in underwritten public offerings;


 


(n)          use
its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and operations of the Company to enable the holder of such Registrable
Securities to consummate the disposition of such Registrable Securities in accordance with its intended method of distribution
thereof;


 


(o)          notify
the holder of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration
Statement or Prospectus or for additional information;


 


(p)          advise
the holder of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain
its withdrawal at the earliest possible moment if such stop order should be issued;


 


(q)          permit
any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or
a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion
therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should
be included; and


 




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(r)          otherwise
use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated
hereby.


 


6.           Expenses.
All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement
and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration
and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required
by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses and
fees and expenses of the Company’s counsel and accountants shall be borne by the Company. All Selling Expenses relating to
Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holder of such Registrable Securities.


 


7.           Indemnification.


 


(a)          The
Company shall indemnify and hold harmless, to the fullest extent permitted by law, the holder of Registrable Securities, such holder's
officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting
on behalf of such holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages,
liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free
writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state
securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any
legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim,
action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the Registration Statement, Prospectus,
free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number
of copies of the same prior to any written confirmation of the sale of Registrable Securities.


 




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(b)          In
connection with any registration in which a holder of Registrable Securities is participating, such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the
Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting
on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities
or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus,
preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder; provided, that the obligation to indemnify (i) shall not
apply to amounts paid in settlement of any claim or proceeding if such settlement is effective without the consent of such holder,
which consent shall not be unreasonably withheld, and (ii) shall be limited to the net proceeds (after underwriting fees, commissions
or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


(c)          Promptly
after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section
7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to
the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such
action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying
party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action
is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of
the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after
written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with
the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or
more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the
indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves
actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf
of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right
to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which
is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by
the holder of the Registrable Securities included in the registration, at the expense of the indemnifying party.


 




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(d)          If
the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in
such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the
maximum amount of liability in respect of such contribution shall be limited, in the case of the holder of Registrable Securities,
to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from
the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto
were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations
referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.


 


8.           Participation
in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person
(a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements.


 


9.           Rule
144 Compliance. With a view to making available to the holder of Registrable Securities the benefits of Rule 144 under the
Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the
Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:


 




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(a)          make
and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times
after the Registration Date;


 


(b)          use
reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements;
and


 


(c)          furnish
to the holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished
by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration.
Notwithstanding the foregoing, any document filed with the Securities and Exchange Commission pursuant to its EDGAR system that
provides the information required in this Section 9(c) shall be deemed to have been delivered to its stockholders pursuant
to this Section.


 


10.         Preservation
of Rights. The Company shall not enter into any agreement, take any action, or permit any change to occur, with respect to
its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement
(other than in connection with a securities offering where registration rights are granted to the Investors).


 


11.         Termination.
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding;
provided, that the provisions of Section 6 and Section 7 shall survive any such termination.


 


12.         Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation
of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business
hours of the recipient or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 12).


 




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	If to the Company:	 	
        Staffing 360 Solutions, Inc.

        641 Lexington Ave

        Suite 1526

        New York, NY 10022

        Attention: Jeff Mitchell

        Phone: (212) 634-6410

	 	 	 
	with a copy to (which shall not constitute notice to the Company):	 	
        Ellenoff Grossman & Schole LLP

        1345 Avenue of the Americas

        New York, NY 10105

        Attention: Barry Grossman, Esq.

        E-mail: bgrossman@egsllp.com

        Phone: (212) 370-1300

	 	 	 
	If to the Investor:	 	
        MidCap Financial Trust

        c/o MidCap Financial Services, LLC, as servicer

        7255 Woodmont Avenue, Suite 200

        Bethesda, Maryland 20814

        Attention: Portfolio Mgt. – Twin Labs Loan

        Facsimile: (301) 941-1450

	 	 	 
	with a copy to (which shall not constitute notice to the Investor):	 	
        Miles & Stockbridge P.C.

        100 Light Street

        Baltimore, Maryland 21202

        E-mail: frunge@milesstockbridge.com

        Facsimile: (410) 500-5051

        Attention: Frederick W. Runge, Jr.



 


13.         Entire
Agreement. This Agreement, together with the Warrant, the Credit Agreement and any related exhibits and schedules thereto,
constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject
matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those
of the Warrant, the terms and conditions of this Agreement shall control.


 


14.         Successor
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities;
provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to
execute a counterpart to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have
the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally
included in the definition of an Investor herein and had originally been a party hereto.


 




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15.         No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable
right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


16.         Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


17.         Amendment,
Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior
written consent of the Company and the holder of the Registrable Securities. No waiver by any party or parties shall operate or
be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether
of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement,
no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate
or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


18.         Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term
or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.


 


19.         Remedies.
The holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the
Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


 


20.         Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of
the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and
each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of
process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process
for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim
in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 




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21.         Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to
a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly
or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party
has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced
to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.


 


22.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Registration Rights Agreement as of the date first written above.


 


	 	STAFFING 360 SOLUTIONS, INC.


 


	 	By: 	/s/ Jeff Mitchell	 
	 	Name: Jeff Mitchell
	 	Title:   Chief Financial Officer


 


	 	
        MIDCAP FINANCIAL TRUST,

        a Delaware statutory trust



 


	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its general partner


 


	 	By: 	/s/ Maurice Amsellem	 
	 	Name: Maurice Amsellem
	 	Title:     Authorized Signatory


 




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