Exhibit
10.41


 


AMENDED
AND RESTATED WARRANT AGREEMENT


 


THIS
AMENDED AND RESTATED WARRANT AGREEMENT (this “A&R Warrant Agreement”), dated as of April 25, 2018 (the
“Amendment Date”), is by and between Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”),
and Jackson Investment Group, LLC, a Georgia limited liability company (together with its successors and assigns, the “Holder”).


 


WHEREAS,
the parties entered into a Warrant Agreement (the “Warrant”), dated January 26, 2017 (the “Effective
Date”) to purchase shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),
in connection with the Holder’s execution of a Note and Warrant Purchase Agreement (“NWPA”) for the purchase
of a $7,400,000 of 6% Subordinated Secured Note on that date;


 


WHEREAS,
the parties entered into a First Amendment to the Warrant (“Amendment 1”), dated as of March 14, 2017, in which
Holder agreed, at the request of Nasdaq, not to exercise the Warrant to obtain shares that would result in Holder owning 20% or
more of the outstanding shares in the Company, which had the potential to constitute a change of control event as defined in Nasdaq
Rule 3635(d), pending stockholder approval of such a change of control event;


 


WHEREAS,
the parties entered into a Second Amendment to the Warrant (“Amendment 2”), dated as of April 7, 2017, in connection
with the Holder’s execution of an amendment to the NWPA to provide for the Holder’s purchase of an additional Subordinated
Secured Note on that date, which amended the Warrant to increase the number of Warrant Exercise Shares and to decrease the Exercise
Price of the Warrant Exercise Shares;


 


WHEREAS,
at a special meeting of the Company’s stockholders held for such purpose (among others) on June 15, 2017, the Company’s
stockholders approved Holder’s potential ownership of 20% or more of the outstanding shares in the Company, and also approved
the change of the Company’s domicile from Nevada to Delaware, which was effected that day;


 


WHEREAS,
on January 3, 2018 the Company effected a five-for-one reverse split of its shares of common stock, with the first day of trading
split-adjusted shares occurring on January 4, 2018;


 


WHEREAS,
the Company desires to amend and restate the Warrant in its entirety, in order to reflect: (i) the mootness of Amendment 1
in light of the stockholder approval granted at the special meeting on June 15, 2017; (ii) the increase to the number of Warrant
Exercise Shares and decrease in Exercise Price set forth in Amendment 2; (iii) the change in the Company’s domicile from
Nevada to Delaware; and (iv) the reverse stock split, and to provide for the current and existing form and provisions of the Warrant,
the terms upon which they shall be issued and exercised and the respective rights, limitation of rights and immunities of the
Company and the Holder; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrant, when issued, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of this A&R Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 




    	 



    	 



    




 


Article
I


 


DEFINITIONS


 


Section
1.1 Definition of Terms. As used in this A&R Warrant Agreement, the following capitalized terms shall have the following
respective meanings:


 


(a)
“Additional Common Stock” has the meaning set forth in Section 4.1 hereof.


 


(b)
“Adjustment Event” has the meaning set forth in Section 4.2 hereof.


 


(c)
“Affiliate” has the meaning set forth in Rule 12b-2 of the Exchange Act.


 


(d)
“Appropriate Officer” has the meaning set forth in Section 2.2(a) hereof.


 


(e)
“Board of Directors” means the Board of Directors of the Company.


 


(f)
“Business Day” means any day other than a Saturday, Sunday or any other day on which The NASDAQ Stock Market
is closed for trading.


 


(g)
“Common Stock” has the meaning set forth in the Recitals, and shall include any successor security as a result
of any recapitalization, reorganization, reclassification or similar transaction involving the Company.


 


(h)
“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for
Common Stock, but excluding Options.


 


(i)
“Current Sale Price” of the Common Stock on any date of determination means:


 


(i)
if the Common Stock is listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, the average closing sale
price per share of the Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices
or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10)
consecutive trading days immediately prior to such date of determination, as reported by the New York Stock Exchange or The NASDAQ
Stock Market, as applicable;


 


(ii)
if the Common Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market on such date, but is listed on another
U.S. national or regional securities exchange, the average closing sale price per share of the Common Stock (or if no closing
sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the
average high bid and low asked prices) for the ten (10) consecutive trading days immediately prior to such date of determination,
as reported in composite transactions for such securities exchange (or, if more than one, the principal securities exchange on
which the Common Stock is traded);


 


(iii)
if the Common Stock is not listed on a U.S. national or regional securities exchange, but is traded on an over-the-counter market,
the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low
asked price for such date) for the ten (10) consecutive trading days immediately prior to such date of determination, in the over-the-counter
market as reported by OTC Markets Group Inc. or other similar organization; or


 




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(iv)
in all other cases, as determined in the reasonable judgment of the Board of Directors based on a valuation by a financial advisor
with recognized expertise in valuations of companies comparable to the Company.


 


The
Current Sale Price shall be determined without reference to early hours, after hours or extended market trading.


 


The
Current Sale Price shall be appropriately adjusted by the Board of Directors in good faith if the “ex date” (as hereinafter
defined) for any event (other than the issuance or distribution requiring such computation) occurs during the ten (10) consecutive
trading days immediately prior to the day as of which the Current Sale Price is being determined.


 


For
these purposes the term “ex date”, when used:


 


(i)
with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way on the relevant
exchange or in the relevant market from which the sale price or bid and ask prices, as applicable, were obtained without the right
to receive such issuance or distribution;


 


(ii)
with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and


 


(iii)
with respect to any tender or exchange offer, means the first date on which the Common Stock trades regular way on such exchange
or in such market after the expiration time of such offer.


 


The
foregoing adjustments shall be made to the Current Sale Price in accordance with the terms hereof, as may be necessary or appropriate
to effectuate the intent of this A&R Warrant Agreement and to avoid unjust or inequitable results as determined in good faith
by the Board of Directors.


 


(j)
“Date of Issuance” has the meaning set forth in Section 2.1(a) hereof.


 


(k)
“Effective Date” has the meaning set forth in the preamble.


 


(l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(m)
“Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises
the right to purchase the Warrant Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions
described herein.


 


(n)
“Exercise Form” has the meaning set forth in Section 3.3(d) hereof.


 


(o)
“Exercise Price” has the meaning set forth in Section 3.1 hereof.


 


(p)
“Exercise Period” has the meaning set forth in Section 3.2 hereof.


 




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(q)
“Fully Diluted” means all Common Stock outstanding as of the applicable measurement date together with all
Common Stock then issuable upon (i) the conversion of Convertible Securities at the then applicable conversion rate, and (ii)
the exercise of any Options; provided that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or
exercisability of Convertible Securities and Options of the Company, shall be deemed to have been satisfied.


 


(r)
“Governmental Authority” means any (i) government, (ii) governmental or quasi-governmental authority of any
nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body
exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority
or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.


 


(s)
“Holder” has the meaning set forth in the preamble hereof.


 


(t)
“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration
requirements, disclosure requirements and other pronouncements having the effect of law of the United States, any foreign country
or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.


 


(u)
[Intentionally Omitted.]


 


(v)
“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible
Securities.


 


(w)
“Organic Change” means any recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s equity securities or assets or other transaction, in each case which is effected
in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash,
stock, securities or other assets or property with respect to or in exchange for Common Stock, other than a transaction which
triggers an adjustment pursuant to Sections 4.1 or 4.2.


 


(x)
“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company,
association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political
subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).


 


(y)
[Intentionally Omitted.]


 


(z)
“Registered Holder” has the meaning set forth in Section 2.3(d) hereof.


 


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


 


(bb)
“Securities Act” means the Securities Act of 1933, as amended.


 


(cc)
[Intentionally Omitted.]


 




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(dd)
“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or
other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without
regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability
company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person
or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall
be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person
or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or
shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited
liability company or other business entity.


 


(ee)
“Transfer” means any transfer, sale, assignment or other disposition.


 


(ff)
“Warrant Exercise Shares” means the shares of Common Stock issued upon the exercise of the Warrant.


 


(gg)
“Warrant Register” has the meaning set forth in Section 2.3(c) hereof.


 


(hh)
“Warrant” has the meaning set forth in the Recitals.


 


Section
1.2 Rules of Construction.


 


(a)
The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural,
and vice versa. The use herein of a word of any gender shall include correlative words of all genders.


 


(b)
Unless otherwise specified, references to Articles, Sections and other subdivisions of this A&R Warrant Agreement are to the
designated Articles, Sections and other subdivision of this A&R Warrant Agreement as originally executed. The words “hereof,”
“herein,” “hereunder” and words of similar import refer to this A&R Warrant Agreement as a whole.


 


(c)
References to “$” are to dollars in lawful currency of the United States of America.


 


(d)
The Exhibits attached hereto are an integral part of this A&R Warrant Agreement.


 


Article
II



WARRANTS


 


Section
2.1 Issuance of Warrant.


 


(a)
On the terms and subject to the conditions of this A&R Warrant Agreement and in accordance with the terms of the Note and
Warrant Purchase Agreement (as it may be amended from time to time), on the Effective Date (such date, the “Date of Issuance”),
the Company issued the Warrant to Holder.


 




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(b)
The maximum number of shares of Common Stock issuable pursuant to exercise of the Warrant shall be 905,508 shares, as such amount
may be adjusted from time to time pursuant to this A&R Warrant Agreement.


 


(c)
Unless otherwise provided in this A&R Warrant Agreement, the Warrant shall be duly executed on behalf of the Company and issued
on or as soon as reasonably practicable after the Effective Date.


 


Section
2.2 Form of Warrant; Execution of Warrant Certificate.


 


(a)
Subject to Section 5.1 of this A&R Warrant Agreement, a Warrant shall be issued through delivery of a Warrant certificate
in substantially the form set forth in Exhibit A attached hereto, duly executed on behalf of the Company. The Warrant certificates
may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this A&R
Warrant Agreement and may have such letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as are consistent with the provisions of this A&R Warrant Agreement, or as may be required to comply with any
Law or with any rules or regulations made pursuant thereto or with any rules of any securities exchange or as may be determined
(in a manner consistent with the provisions of this A&R Warrant Agreement) by the Chief Executive Officer or Chief Financial
Officer of the Company (each, an “Appropriate Officer”) executing such Warrant certificate, as evidenced by
their execution of the Warrant certificates. Such signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant certificate.


 


(b)
In case any Appropriate Officer of the Company who shall have signed the Warrant certificate (either manually or by facsimile
signature) shall cease to be such Appropriate Officer before such Warrant certificate so signed shall have been delivered or disposed
of by or on behalf of the Company, such Warrant certificate nevertheless may be delivered or disposed of with the same force and
effect as though such Appropriate Officer had not ceased to be such Appropriate Officer of the Company; and any Warrant certificate
may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant certificate, shall
be a proper Appropriate Officer of the Company to sign such Warrant certificate, although at the date of the execution of this
A&R Warrant Agreement any such person was not such Appropriate Officer.


 


(c)
The Warrant certificate shall be, and shall remain, subject to the provisions of this A&R Warrant Agreement until such time
as all of the Warrant evidenced thereby shall have been duly exercised or shall have expired or been cancelled in accordance with
the terms hereof.


 


Section
2.3 Registration and Countersignature.


 


(a)
Upon issuance of the Warrant certificate by the Company, the Company shall record such Warrant certificate, including the Registered
Holder thereof, in the Warrant Register.


 


(b)
No Warrant certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant
certificate has been signed by the manual or facsimile signature of the Company. Such signature by the Company upon any Warrant
certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder.


 




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(c)
The Company shall keep or cause to be kept, at an office designated for such purpose, books (the “Warrant Register”)
in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and exercises,
exchanges, cancellations and transfers of outstanding Warrants in accordance with the procedures set forth in Section 5.1
of this A&R Warrant Agreement.


 


(d)
Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in
this A&R Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon the Warrant
Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes
including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to
the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contrary.


 


Article
III



TERMS AND EXERCISE OF WARRANTS


 


Section
3.1 Exercise Price. Commencing on a date that is six (6) months following the Date of Issuance, the Warrant shall entitle
the Registered Holder thereof, subject to the provisions of this A&R Warrant Agreement, the right to purchase from the Company
up to 905,508 shares of Common Stock at the price of $5.00 per share, subject to adjustment from time to time as provided in Article
IV (the “Exercise Price”).


 


Section
3.2 Exercise Period. The Warrant may be exercised by the Registered Holder thereof, in whole or in part (but not as to
a fractional share of Common Stock), at any time and from time to time commencing six months following the Date of Issuance and
prior to 5:00 P.M., New York time on the fifth (5th) anniversary of the Effective Date (the “Exercise Period”);
provided that Registered Holder shall be able to exercise its Warrant only if the exercise of such Warrant is exempt from,
or in compliance with, any applicable registration requirements of the Securities Act and the applicable securities laws of the
states in which the Registered Holder of the Warrant or other persons to whom it is proposed that the Warrant Exercise Shares
be issued, on exercise of the Warrant reside. To the extent that the Warrant or portion thereof is not exercised prior to the
expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights
thereunder, upon such expiration.


 


Section
3.3 Method of Exercise.


 


(a)
In connection with the exercise of the Warrant, (i) the Registered Holder shall surrender such Warrant (or portion thereof) to
the Company for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for
which the Warrant is exercisable and (ii) the Exercise Price shall be paid, at the option of the Holder, in United States dollars
by personal, certified or official bank check payable to the Company, or by wire transfer to an account specified in writing by
the Company to such Holder, in either case in immediately available funds in an amount equal to the aggregate Exercise Price for
such Warrant Exercise Shares as specified in the Exercise Form.


 


(b)
Upon exercise of the Warrant, the Company shall as promptly as practicable calculate and transmit the number of shares of Common
Stock issuable in connection with any exercise.


 




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(c)
Subject to the terms and conditions of this A&R Warrant Agreement, the Holder of the Warrant may exercise, in whole or in
part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of the Warrant by properly completing
and duly executing the exercise form for the election to exercise the Warrant (an “Exercise Form”) substantially
in the form of Exhibit B.


 


(d)
Any exercise of the Warrant pursuant to the terms of this A&R Warrant Agreement shall be irrevocable as of the date of delivery
of the Exercise Form and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with
the terms of this A&R Warrant Agreement.


 


(e)
Upon receipt of the Warrant certificate with the properly completed and duly executed Exercise Form pursuant to Section 3.3(c),
the Company shall promptly:


 


(i)
examine the Exercise Form and all other documents delivered to it by or on behalf of the Holder as contemplated hereunder to ascertain
whether or not, on their face, such Exercise Form and any such other documents have been executed and completed in accordance
with their terms and the terms hereof;


 


(ii)
if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity
in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the person submitting
such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;


 


(iii)
resolve any reconciliation problems between the information provided on any Exercise Form received and the information on the
Warrant Register; and


 


(iv)
liaise with the transfer agent for the Common Stock for the issuance and registration of the number of shares of Common Stock
issuable upon exercise of the Warrant in accordance with the Exercise Form.


 


The
Company reserves the right reasonably to reject any Exercise Form that it determines is not in proper form or for which any corresponding
agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Moreover, the Company reserves the absolute
right to waive any of the conditions to any particular exercise of the Warrant or any defects in the Exercise Form(s) with regard
to any particular exercise of the Warrant.


 


Section
3.4 Issuance of Common Stock.


 


(a)
Upon the effectiveness of any exercise of the Warrant pursuant to Section 3.3, the Company shall, subject to Section
3.6, promptly at its expense, and in no event later than five (5) Business Days after the Exercise Date, cause to be issued
as directed by the Holder the total number of whole shares of Common Stock for which the Warrant is being exercised (as the same
may be hereafter adjusted pursuant to Article IV) in such denominations as are requested by the Holder as set forth below,
registered as directed by the Holder in accordance with the practices and procedures of the Company.


 


(b)
The Warrant Exercise Shares shall be deemed to have been issued at the time at which all of the conditions to such exercise have
been fulfilled, and the Holder, or other person to whom the Holder shall direct the issuance thereof, shall be deemed for all
purposes to have become the holder of such Warrant Exercise Shares at such time.


 




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Section
3.5 Reservation of Shares.


 


(a)
The Company covenants that during the Exercise Period, the Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, a number of shares of
Common Stock equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the Warrant. The Company shall use commercially
reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued
without violating the Company’s governing documents, any agreements to which the Company is a party on the date hereof,
any requirements of any national securities exchange upon which shares of Common Stock may be listed or any applicable Laws. The
Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than
the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant.


 


(b)
The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Exercise Shares
issued upon exercise of the Warrant will, upon issuance in accordance with the terms of this A&R Warrant Agreement, be fully
paid and non-assessable and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes,
liens and charges with respect to the issuance thereof. If at any time prior to the expiration of the Exercise Period the number
and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in
full of the Warrant, the Company will promptly take such corporate action as may, in the opinion of its counsel, be reasonably
necessary (including seeking stockholder approval, if required) to increase its authorized but unissued shares to such number
of shares as shall be sufficient for such purposes. The Company agrees that its issuance of the Warrant shall constitute full
authority to its officers who are charged with the issuance of Warrant Exercise Shares to issue Warrant Exercise Shares upon the
exercise of the Warrant. Without limiting the generality of the foregoing, the Company will not increase the stated or par value
per share, if any, of the Common Stock above the Exercise Price per share in effect immediately prior to such increase in stated
or par value.


 


(c)
The Company represents and warrants to the Holder that the issuance of the Warrant and the issuance of Warrant Exercise Shares
upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material
agreements to which the Company is a party on the date hereof.


 


Section
3.6 Fractional Shares. Notwithstanding any provision to the contrary contained in this A&R Warrant Agreement, the Company
shall not be required to issue any fraction of a share of its Common Stock in connection with the exercise of the Warrant, and
in any case where the Holder of the Warrant would, except for the provisions of this Section 3.6, be entitled under the
terms thereof to receive a fraction of a share upon the exercise of the Warrant, the Company shall, upon the exercise of such
Warrant, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and
such fraction of a share will be disregarded, and the Holder shall not have any rights or be entitled to any payment with respect
to such fraction of a share); provided that the number of whole Warrant Exercise Shares which shall be issuable upon the
contemporaneous exercise of multiple warrants by the Holder shall be computed on the basis of the aggregate number of Warrant
Exercise Shares issuable upon exercise of all such warrants by such Holder.


 




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Section
3.7 Close of Books. The Company shall not close its books against the transfer of the Warrant or any Warrant Exercise Shares
in any manner which interferes with the timely exercise of the Warrant.


 


Section
3.8 Payment of Taxes. In connection with the exercise of the Warrant, the Company shall not be required to pay any tax
or other charge imposed in respect of any transfer involved in the Company’s issuance and delivery of shares of Common Stock
(including certificates therefor) (or any payment of cash or other property in lieu of such shares) to any recipient other than
the Holder of the Warrant, and in case of any such tax or other charge, the Company shall not be required to issue or deliver
any such shares (or cash or other property in lieu of such shares) until (x) such tax or charge has been paid or an amount sufficient
for the payment thereof has been delivered to the Company or (y) it has been established to the Company’s satisfaction that
any such tax or other charge that is or may become due has been paid.


 


Section
3.9 [Intentionally Omitted.]


 


Article
IV


 


ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF 


WARRANT
EXERCISE SHARES


 


In
order to prevent dilution of the rights granted under the Warrant, the Exercise Price shall be subject to adjustment from time
to time as provided in this Article IV, and the number of shares of Common Stock issuable upon exercise of the Warrant
shall be subject to adjustment from time to time as provided in this Article IV; provided, however, if more than
one subsection of this Article IV is applicable to a single event, the subsection shall be applied that produces the largest
adjustment and no single event shall cause an adjustment under more than one subsection of this Article IV so as to result
in duplication; and provided further, that in no event shall the Exercise Price be adjusted below a price that is less than the
consolidated closing bid price of the Common Stock as reported by the NASDAQ Stock Market on the business day immediately prior
to the Date of Issuance. Notwithstanding the foregoing, in the event that any adjustment to this Warrant is required pursuant
to the provision of this Article IV prior to six months following the Date of Issuance, then and in such event any such adjustment
shall be deferred and not be effective until the earlier of (i) the date that all of the shares of Series D Preferred Stock cease
to be issued and outstanding or (ii) six months following the Date of Issuance.


 


Section
4.1 Subdivision or Combination of Common Stock. In the event that the amount of outstanding Common Stock is increased or
decreased by combination (by reverse stock split or reclassification) or subdivision (by any stock split or reclassification)
of the Common Stock or any distribution by the Company with respect to the Common Stock in the form of additional Common Stock
(“Additional Common Stock”), then, on the effective date of such combination, subdivision or distribution,
the number of Warrant Exercise Shares issuable on exercise of the Warrant shall be increased or decreased, as applicable, in proportion
to such increase or decrease, as applicable, in the outstanding Common Stock. Whenever the number of Warrant Exercise Shares purchasable
upon the exercise of the Warrant is adjusted pursuant to this Section 4.1, the Exercise Price shall be adjusted (to the
nearest cent ($0.01) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (a) the numerator of
which shall be the number of Warrant Exercise Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment
and (b) the denominator of which shall be the number of Warrant Exercise Shares so purchasable immediately thereafter.


 




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Section
4.2 Distributions. If the Company at any time after the issuance of the Warrant but prior to the expiration of the Exercise
Period fixes a record date for the making of a distribution to all holders of shares of the Common Stock of securities, evidences
of indebtedness, assets, cash, rights or warrants (excluding (i) dividends or distributions referred to in Section 4.1
and (ii) any cash dividends made in amounts and at intervals which are within the customary practice for companies that pay recurring
cash dividends), then, in each such case, the Exercise Price in effect prior to such record date shall be adjusted thereafter
to the price determined by the following formula:


 


EP1
= EP0 x (CP0 - FV)/CP0


 


where


 


	 	EP1	=	the
    Exercise Price in effect immediately following the application of the adjustments in this Section 4.2;
	 	 	 	 
	 	EP0	=	the
    Exercise Price in effect immediately prior to the application of the adjustments in this Section 4.2;
	 	 	 	 
	 	CP0

        

        

         
	=

        

         
	the
                                         Current Sale Price of the Common Stock on the last trading day preceding the first date
                                         on which the Common Stock trades regular way without the right to receive such distribution;
                                         and

        

	 	 	 	 
	 	FV	=	the
    amount of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be
    so distributed in respect of one share of Common Stock, as determined in the reasonable discretion of the Board of Directors.


 


Such
adjustment shall be made successively whenever such a record date is fixed (an “Adjustment Event”). In such
Adjustment Event, the number of Warrant Exercise Shares issuable upon the exercise of the Warrant shall be increased to the number
obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of the Warrant before
such adjustment, and (2) the Exercise Price in effect immediately prior to the adjustment by (y) the new Exercise Price immediately
following such adjustment.


 


In
the event that such distribution is not so made, the Exercise Price and the number of Warrant Exercise Shares issuable upon exercise
of the Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute
such securities, evidences of indebtedness, assets, cash, rights or warrants, as the case may be, to the Exercise Price that would
then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrant if such record
date had not been fixed.


 


Section
4.3 [Intentionally Omitted.]


 


Section
4.4 Reorganization, Reclassification, Consolidation, Merger or Sale. In connection with any Organic Change prior to the
expiration of the Exercise Period, the Holder’s right to receive Warrant Exercise Shares upon exercise of the Warrant shall
be converted into the right to acquire and receive, upon exercise of the Warrant, such cash, stock, securities or other assets
or property as would have been issued or payable to holders of Common Stock in such Organic Change (if the Holder had exercised
such Warrant immediately prior to such Organic Change) with respect to or in exchange, as applicable, for the number of Warrant
Exercise Shares that would have been issued upon exercise of the Warrant, if the Warrant had been exercised immediately prior
to the occurrence of such Organic Change. The Company shall not effect any Organic Change unless, prior to the consummation thereof,
the surviving Person (if other than the Company) resulting from such Organic Change, shall assume, by written instrument substantially
similar in form and substance to this A&R Warrant Agreement in all material respects (including with respect to the provisions
of Article IV), the obligation to deliver to the Holder such cash, stock, securities or other assets or property which,
in accordance with the foregoing provision, the Holder shall be entitled to receive upon exercise of the Warrant. The provisions
of this Section 4.4 shall similarly apply to successive Organic Changes.


 




    	11



    	 



    




 


Section
4.5 [Intentionally Omitted.]


 


Section
4.6 Notice of Adjustments. Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted
as herein provided, the Company shall (i) prepare or cause to be prepared a written statement setting forth the adjusted number
and/or kind of shares issuable upon the exercise of Warrant and the Exercise Price of such shares after such adjustment, the facts
requiring such adjustment and the computation by which adjustment was made, and (ii) provide such written statement to each Holder
in the manner provided in Section 7.2 below, together with notice of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


Section
4.7 Deferral or Exclusion of Certain Adjustments; Par Value. No adjustment to the Exercise Price or the number of Warrant
Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided
below, would result in an increase or decrease of at least one percent (1%) of the applicable Exercise Price or the number of
Warrant Exercise Shares; provided that any adjustments which by reason of this Section 4.7 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. Subject to Section 3.5(b), no adjustment
need be made for a change in the par value of the shares of Common Stock. All calculations under this Section shall be made to
the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the
case may be. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of
the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the
Common Stock.


 


Section
4.8 Form of Warrant After Adjustments. The form of Warrant certificate need not be changed because of any adjustments in
the Exercise Price or the number and/or kind of shares issuable upon exercise of the Warrant, and the Warrant certificate theretofore
or thereafter issued may continue to express the same price and number and kind of shares as are stated therein, as initially
issued; provided that such adjustments in the Exercise Price or the number and/or kind of shares issuable upon exercise of the
Warrant pursuant to the terms of this A&R Warrant Agreement shall nonetheless have effect upon exercise of the Warrant. The
Company, however, may at any time in its sole discretion make any change in the form of Warrant certificate that it may deem appropriate
to give effect to such adjustments and that does not affect the substance of the Warrant certificate or this A&R Warrant Agreement,
and any Warrant certificate thereafter issued, whether in exchange or substitution for an outstanding Warrant certificate, may
be in the form so changed.


 




    	12



    	 



    

 


Article
V


 


TRANSFER



OF
WARRANTS


 


Section
5.1 Registration of Transfers.


 


(a)
Transfer of Warrant. When the Warrant certificate is presented to the Company with a written request to register the Transfer
of such Warrant, the Company shall register the Transfer, and shall issue such new Warrant certificates, as requested if its customary
requirements for such transactions are met, provided, that (A) the Company shall have received (x) a written instruction
of Transfer in form satisfactory to the Company, duly executed by the Registered Holder thereof or by its attorney, duly authorized
in writing along with evidence of authority that may be required by the Company, including but not limited to, a signature guarantee
from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association,
and (y) surrender of the Warrant certificate representing same duly endorsed for Transfer, and (B) if reasonably requested by
the Company, the Company shall have received a written opinion of counsel reasonably acceptable to the Company that such transfer
is in compliance with the Securities Act.


 


(b)
Restrictions on Transfer. No Warrant or Warrant Exercise Shares shall be sold, exchanged or otherwise Transferred in violation
of the Securities Act or state securities Laws or the Company’s articles of incorporation. If the Holder purports to Transfer
the Warrant to any Person in a transaction that would violate the provisions of this Section 5.1(b), such Transfer shall
be void ab initio and of no effect.


 


Section
5.2 Obligations with Respect to Transfers of Warrant.


 


(a)
All warrants issued upon any registration of Transfer of the Warrant shall be the valid obligations of the Company, entitled to
the same benefits under this A&R Warrant Agreement as the Warrant surrendered upon such registration of Transfer.


 


(b)
Subject to Section 5.1(a), and this Section 5.2, the Company shall upon receipt of all information required to be
delivered hereunder, from time to time register the Transfer of any outstanding Warrant in the Warrant Register, upon delivery
by the Registered Holder thereof, of the Warrant certificate representing such Warrant, properly endorsed for transfer, by the
Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; and upon any
such registration of Transfer, a new Warrant certificate shall be issued to the transferee.


 


Section
5.3 Fractional Warrant. The Company shall not effect any registration of Transfer which will result in the issuance of
a fraction of a warrant.


 


Section
5.4 Restricted Warrant; Legends. Notwithstanding anything contained in this A&R Warrant Agreement, if the Company,
in its sole discretion, determines that the Holder of the Warrant may be deemed an “underwriter” under the Securities
Act, the Company shall cause such Warrant certificate to be issued bearing a legend in substantially the following form:


 


THE
WARRANT REPRESENTED BY THIS CERTIFICATE IS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OR
OTHER APPLICABLE SECURITIES LAWS. THESE WARRANTS (AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF) MAY NOT BE TRANSFERRED,
SOLD, ASSIGNED, OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.


 


The
Warrant Exercise Shares issued upon exercise of any such Warrant shall be issued in the form of registered stock certificates
bearing a legend indicating that transfer may be restricted under United States federal and state securities laws or in the form
of an electronic entry on the stock register maintained by the transfer agent for the Common Stock with a notation to a similar
effect.


 


The
Holder (or its transferee, as applicable) of the Warrant or Warrant Exercise Shares, as applicable, shall be entitled to receive
from the Company, without expense, new securities of like tenor not bearing the restrictive legend set forth above when (a) the
Warrant or Warrant Exercise Shares, as applicable, shall have been (i) effectively registered under the Securities Act and disposed
of in accordance with a registration statement covering such securities or (ii) disposed of pursuant to the provisions of Rule
144 or any comparable rule under the Securities Act or (b) when, in the written reasonable opinion of independent counsel for
the Holder (which counsel shall be experienced in Securities Act matters and which counsel and opinion shall be reasonably satisfactory
to the Company), such restrictions are no longer required in order to insure compliance with the Securities Act (including, without
limitation, when the Warrant or Warrant Exercise Shares, as applicable, could be sold in a single transaction pursuant to Rule
144 without restriction as to volume or manner of sale).


 


Article
VI


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS


 


Section
6.1 No Rights or Liability as Stockholder. Nothing contained herein shall be construed as conferring upon the Holder or
his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect
of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as
stockholders of the Company. The vote or consent of the Holder shall not be required with respect to any action or proceeding
of the Company and the Holder shall not have any right not expressly conferred hereunder or under, or by applicable Law with respect
to, the Warrant held by such Holder. The Holder, by reason of the ownership or possession of the Warrant, shall have no right
to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable
to the holders of Common Stock prior to, or for which the relevant record date preceded, the Exercise Date of the Warrant. No
provision thereof and no mere enumeration therein of the rights or privileges of the Holder shall give rise to any liability of
such Holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


Section
6.2 Notice to Registered Holder. The Company shall give notice to the Registered Holder pursuant to Section 7.2 hereof,
if at any time prior to the expiration or exercise in full of the Warrant, any of the following events shall occur:


 


(a)
the payment of any dividend payable in any securities upon shares of Common Stock or the making of any distribution (other than
a regular quarterly cash dividend) to all holders of Common Stock;


 


(b)
the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights, options or warrants to subscribe
for or purchase Common Stock or of any other subscription rights, options or warrants;


 


(c)
[intentionally omitted];


 


(d)
an Organic Change;


 




    	13



    	 



    




 


(e)
a dissolution, liquidation or winding up of the Company; or


 


(f)
any the occurrence of any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise
Shares issuable upon exercise of the Warrant under Article IV.


 


Such
giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of
the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or
subscription rights, or of the stockholders entitled to vote on such Organic Change, dissolution, liquidation or winding up or
any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon
exercise of the Warrant under Article IV. Such notice shall specify such record date or the date of closing the stock transfer
books or proposed effective date, as the case may be. Failure to provide such notice shall not affect the validity of any action
taken. For the avoidance of doubt, no such notice (or the failure to provide it to any Holder) shall supersede or limit any adjustment
called for by Article IV by reason of any event as to which notice is required by this Section.


 


Section
6.3 Lost, Stolen, Mutilated or Destroyed Warrant Certificate. If any Warrant certificate is lost, stolen, mutilated or
destroyed, the Company may issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant
certificate, or in lieu of and substitution for the Warrant certificate lost, stolen or destroyed, a new Warrant certificate of
like tenor. The Company shall require evidence reasonably satisfactory to it of the loss, theft or destruction of such Warrant
certificate, and an open penalty surety bond satisfactory to it and holding the Company harmless, absent notice to the Company
that such certificates have been acquired by a bona fide purchaser. Applicants for such substitute Warrant certificates shall
also comply with such other regulations and pay such other charges as the Company may require.


 


Section
6.4 Cancellation of Warrant


.
If the Company shall purchase or otherwise acquire the Warrant, such Warrant shall be cancelled and retired by appropriate notation
on the Warrant Register.


 


Article
VII


 


MISCELLANEOUS
PROVISIONS


 


Section
7.1 Binding Effects; Benefits


.
This A&R Warrant Agreement shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective
heirs, legal representatives, successors and assigns. Nothing in this A&R Warrant Agreement, expressed or implied, is intended
to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors
or assigns, any rights, remedies, obligations or liabilities under or by reason of this A&R Warrant Agreement.


 


Section
7.2 Notices. Unless otherwise provided, any notice or other communication by the Company required or which may be given
hereunder to Holder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid),
by private national courier service, by personal delivery or by facsimile transmission. Such notice or communication shall be
deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one (1) Business
Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business
Day after such facsimile is transmitted, in each case as follows:


 




    	14



    	 



    

 


if
to the Company, to:


 


Staffing
360 Solutions, Inc.


641
Lexington Avenue


27th
Floor, Suite 2701


New
York, NY 10022


Email:
brendan.flood@staffing360solutions.com


Telephone:
(646) 507-5710


Attention:
Brendan Flood


 


with
a copy (which shall not constitute notice) to:


 


Staffing
360 Solutions, Inc.


641
Lexington Avenue


27th
Floor, Suite 2701


New
York, NY 10022


Email:
david.faiman@staffing360solutions.com


Telephone:
(646) 507-5710


Attention:
David Faiman


 


with
copies (which shall not constitute notice) to:


 


Haynes
and Boone, LLP


30
Rockefeller Plaza


New
York, NY 10112


Facsimile:
(212) 659-4974


Attention:
Rick A. Werner


 


if
to Registered Holder, at their addresses as they appear in the Warrant Register and, if different, at the addresses appearing
in the records of the transfer agent or registrar for the Common Stock.


 


Section
7.3 Persons Having Rights under this A&R Warrant Agreement. Nothing in this A&R Warrant Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to,
any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this
A&R Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this A&R Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto, their successors and assigns and the Holder.


 


Section
7.4 Examination of this A&R Warrant Agreement. A copy of this A&R Warrant Agreement, and of the entries in the
Warrant Register relating to the Registered Holder’s Warrant, shall be available at all reasonable times at the offices
of the Company, for examination by the Registered Holder of the Warrant.


 


Section
7.5 Counterparts. This A&R Warrant Agreement may be executed in any number of original or facsimile or electronic PDF
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


Section
7.6 Effect of Headings. The section headings herein are for convenience only and are not part of this A&R Warrant Agreement
and shall not affect the interpretation hereof.


 




    	15



    	 



    




 


Section
7.7 Supplements, Amendments and Waivers. This agreement may not be amended except in writing signed by the Company and
the Holder. Any supplement, amendment or waiver effected pursuant to and in accordance with the provisions of this Section
7.7 shall be binding upon the Holder and upon each future holder and the Company. In the event of any supplement, amendment
or waiver, the Company shall give prompt notice thereof to the Registered Holder.


 


Section
7.8 No Inconsistent Agreements; No Impairment. The Company shall not, on or after the date hereof, enter into any agreement
with respect to its securities which conflicts with the rights granted to the Holder in this A&R Warrant Agreement. The Company
represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to
holders of the Company’s securities under any other agreements. The Company shall not, by amendment of its articles of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrant and in the
taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.


 


Section
7.9 Integration/Entire Agreement. This A&R Warrant Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder
in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein, with respect to the Warrant. This A&R Warrant Agreement supersedes all prior Warrant
Agreements, Amendments to Warrant Agreement, and other agreements and understandings between the parties with respect to the Warrant.


 


Section
7.10 Governing Law; Exclusive Jurisdiction. This A&R Warrant Agreement and the Warrant issued hereunder shall be deemed
to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance
with the Laws of such State. Each party hereto consents and submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and of the U.S. federal courts located in the Southern District of New York in connection
with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates
to this A&R Warrant Agreement or the transactions contemplated hereby. In connection with any such action or proceeding in
any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees
that service thereof may be made in accordance with the procedures for giving notice set forth in Section 7.2 hereof. Each
party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees
not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such
action or proceeding.


 


Section
7.11 Termination. This A&R Warrant Agreement will terminate on the earlier of (i) such date when the Warrant has been
exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.


 


Section
7.12 Waiver of Trial by Jury. Each party hereto, including the Holder by its receipt of the Warrant, hereby irrevocably
and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or relating to this A&R Warrant Agreement and the transactions
contemplated hereby.


 


Section
7.13 Remedies. The Company hereby agrees that, in the event that the Company violates any provisions of the Warrants (including
the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder of the
Warrant may be inadequate. In such event, the Holder shall have the right, in addition to all other rights and remedies that such
Holder may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this A&R
Warrant Agreement and the Warrant.


 




    	16



    	 



    




 


Section
7.14 Severability. In the event that any one or more of the provisions contained in this A&R Warrant Agreement, or
the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provisions in every other respect and of the remaining provisions contained herein shall not be affected or impaired
thereby.


 


Section
7.15 Confidentiality. The Company agrees that the Warrant Register and personal, non-public warrant holder information,
which are exchanged or received pursuant to the negotiation or carrying out of this A&R Warrant Agreement, shall remain
confidential and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without
limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions), or pursuant
to the requirements of the SEC.


 


Section
7.16 Warrantholder Actions.


 


(a)
Any notice, consent to amendment, supplement or waiver provided by this A&R Warrant Agreement to be given by the Holder (an
“act”) may be evidenced by an instrument signed by the Holder delivered to the Company.


 


(b)
Any act by the Holder of the Warrant binds the Holder and every subsequent Holder of the Warrant certificate that evidences the
same Warrant of such acting Holder, even if no notation thereof appears on the Warrant certificate. Subject to paragraph (c),
the Holder may revoke an act as to the Warrant, but only if the Company receives the notice of revocation before the date the
amendment or waiver or other consequence of the act becomes effective.


 


(c)
The Company may, but is not obligated to, fix a record date for the purpose of determining the holder entitled to act with respect
to any amendment or waiver or in any other regard. If a record date is fixed, the Person that was the holder at such record date
and only such Person will be entitled to act, or to revoke any previous act, whether or not such Person continue to be holder
after the record date.


 


[Signature
Page Follows]


 




    	17



    	 



    

 


IN
WITNESS WHEREOF, this A&R Warrant Agreement has been duly executed by the undersigned parties hereto as of the date first
above written.


 


	 	Company:
	 	 
	 	Staffing
    360 Solutions, Inc.
	 	 
	 	By:
    	/s/
    Brendan Flood
	 	Name:	 Brendan
    Flood
	 	Title:
    	Chairman
    and CEO


 


Accepted
and agreed:


 


Jackson
Investment GROUP , LLC


 


	By:	/s/
    Richard L. Jackson	 
	Name:	 Richard
    L. Jackson	 
	Title:	 Chairman
    and CEO	 


 




    	18



    	 



    

 


EXHIBIT
A


 


THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANT) ARE SUBJECT
TO THE AMENDED AND RESTATED WARRANT AGREEMENT DATED AS OF APRIL 25, 2018, BY AND BETWEEN THE COMPANY AND THE HOLDER (THE “A&R
WARRANT AGREEMENT”).


 


	Certificate
    Number ________________	Warrant____________ 
	 	CUSIP
    [●]                         
    
	This
    certifies that	 
	 	 
	is
    the holder of	 


 


WARRANTS
TO PURCHASE COMMON STOCK OF

STAFFING 360 SOLUTIONS, INC.


 


transferable
on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of the certificate properly
endorsed. The Warrant entitles the holder and its registered assigns (collectively, the “Registered Holder”)
to purchase by exercise from Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), subject
to the terms and conditions hereof, at any time before 5:00 p.m., Eastern time, on January 25, 2022, nine hundred five thousand,
five hundred and eight (905,508) fully paid and non-assessable shares of common stock, par value $0.00001 per share (“Common
Stock”) of the Company at the Exercise Price (as defined in the A&R Warrant Agreement). The Exercise Price and the
number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article IV of the A&R
Warrant Agreement. The initial Exercise Price shall be $5.00 per share.


 


WITNESS
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


	 	 	DATED
	

        

         
	 	 
	Authorized
    Officer	 	 
	 	 	 
	Attest:	 	 
	 	 	 
	
        Secretary
	 	


 




    	19



    	 



    




 


FORM
OF REVERSE OF WARRANT


 


[●]


 


The
Warrant evidenced by this Warrant certificate is a duly authorized issuance of a Warrant to purchase 905,508 shares of Common
Stock issued pursuant to the Amended and Restated Warrant Agreement, dated as of April 25, 2018 between Staffing 360 Solutions,
Inc. and Jackson Investment Group, LLC (together with its successors and assigns, the “Holder” and the agreement,
the “A&R Warrant Agreement”), a copy of which may be inspected at the office of the Company. The A&R
Warrant Agreement is incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the Registered Holder of
the Warrant. All capitalized terms used in this Warrant certificate but not defined that are defined in the A&R Warrant Agreement
shall have the meanings assigned to them therein.


 


The
Company shall not be required to issue fractions of shares of Common Stock or any certificates that evidence fractional shares
of Common Stock. No Warrant may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities
laws. The Warrant represented by this Warrant certificate does not entitle the Registered Holder to any of the rights of a stockholder
of the Company. The Company may deem and treat the Registered Holder hereof as the absolute owner of this Warrant certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof and
for all other purposes, and the Company shall not be affected by any notice to the contrary.


 




    	20



    	 



    

 


EXHIBIT
B


 


EXERCISE
FORM FOR REGISTERED HOLDER HOLDING WARRANT CERTIFICATE


(To
be executed upon exercise of Warrant)


 


The
undersigned Registered Holder of this Warrant certificate, being the holder of Warrants issued by Staffing 360 Solutions, Inc.
(the “Company”) pursuant to that certain Amended and Restated Warrant Agreement, dated as of April 25, 2018
(the “A&R Warrant Agreement”), by and between the Company and Jackson Investment Group, LLC (the “Holder”),
hereby irrevocably elects to exercise the Warrant indicated below, for the purchase of the number of shares of Common Stock, par
value $0.00001 per share (“Common Stock”) indicated below and (check one):


 


	 	[  ]
    	herewith
    tenders payment for _______ of the Warrant Exercise Shares to the order of the Company in the amount of $_________ in accordance
    with the terms of the A&R Warrant Agreement; or


 


The
undersigned requests that the Warrant Exercise Shares be issued in the name of the undersigned Holder or as otherwise indicated
below:


 


	 	Name	 
	 	Address	 
	 	 	 


 


If
said number of Warrant Exercise Shares shall not be all the Warrant Exercise Shares issuable upon exercise of the Warrant, the
undersigned requests that a new Warrant certificate representing the balance of such Warrant shall be issued in the name of the
undersigned Holder or as otherwise indicated below and be delivered to the address indicated below:





 


	 	Name
    	 
	 	Address
    	 
	 	 	 
	 	 	 
	 	Delivery
    Address (if different)
		
	 	 	 
	 	 	 


 


	Dated:
    ____________, 20___	 	HOLDER
	 	 	 
	 	By	
	 	Name:	 
	 	Title:	 
	 	 	 


 




    	21