Exhibit
10.4


 


AMENDMENT
NO. 4


to


AMENDED
AND RESTATED WARRANT AGREEMENT


 


THIS
AMENDMENT NO. 4 dated October 27, 2022 (this “Amendment”) amends the Warrant (defined below), and 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,
on April 25, 2018, the Company and Holder entered into an Amended and Restated Warrant Agreement, as amended by that certain Amendment
No. 1 dated as of August 27, 2018, as amended by that certain Amendment No. 2 dated as of November 15, 2018, as amended by that certain
Amendment No. 3 dated as of October 26, 2020, and as amended by this Amendment (as so amended, the “Warrant”);


 


WHEREAS,
the Company effected (i) a 1 for 6 share reverse stock split on June 30, 2021 and (ii) a 1 for 10 share reverse stock split on June 23,
2022 (collectively, the “Reverse Stock Splits”);


 


WHEREAS,
prior to this Amendment and without giving effect to the Reverse Stock Splits, Holder was entitled to purchase 905,508 shares of the
Company’s common stock, par value $0.00001 per share (“Common Stock”), at a price of $1.00 per share (each subject
to adjustment as provided in the Warrant); and


 


WHEREAS,
in connection with the Holder’s execution of that certain Third Amended and Restated Note Purchase Agreement (the “Note
Purchase Agreement”) dated as of the date hereof, between Holder and the Company, the parties desire to further amend the Warrant
to reflect the Reverse Stock Splits, to decrease the Exercise Price and to extend the Exercise Period.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree that the Warrant shall be amended
as follows:


 


1.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Warrant.


 


2.
The first paragraph of the Preamble of the Warrant is hereby amended and restated in its entirety to read as follow:


 


THIS
AMENDED AND RESTATED WARRANT AGREEMENT (as amended by Amendment No. 4 to Amended and Restated Warrant Agreement (the “Fourth
Amendment”), dated October 27, 2022 (the “Fourth Amendment Effective Date”), 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”)


 


3.
Section 1.1 of the Warrant is hereby amended by adding the following terms and their respective definitions to the Warrant in alphabetical
order:


 


(q)
“Fourth Amendment” has the meaning set forth in the Preamble.


 


(r)
“Fourth Amendment Effective Date” has the meaning set forth in the Preamble.


 






    	 



    	 



    

 


4.
Section 3.1 of the Warrant is hereby amended and restated in its entirety to read as follows:


 


Section
3.1 Exercise Price. The Warrant shall entitle the Registered Holder thereof, subject to the provisions of this A&R Warrant
Agreement, to the right to purchase from the Company up to 15,093 shares of Common Stock at the price of $3.06 per share, subject to
adjustment from time to time as provided in Article IV (the “Exercise Price”). On and after the Fourth Amendment Effective
Date, the parties agree that the term “A&R Warrant Agreement”, appearing in the Warrant certificate issued to
Holder in connection with the Warrant, shall be deemed to refer to the Warrant Agreement as amended by the Fourth Amendment and as the
same may hereafter be amended, restated, supplemented or modified from time to time.


 


5.
Section 3.2 of the Warrant is hereby amended and restated in its entirety to read as follows:


 


“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 January 26, 2028 (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.”


 


6.
This Amendment 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.


 


[Intentionally
blank – signatures on next page]


 





[Signature
Page to Amendment No. 4 to Amended and Restated Warrant Agreement]

 




    	 



    	 



    

 


IN
WITNESS WHEREOF, this Amendment No. 4 has been duly executed by the undersigned parties hereto, effective as of the date first above
written.


 


	 	COMPANY:
	 	 
	 	STAFFING
    360 SOLUTIONS, INC.
	 	 
	 	By:	/s/
    Brendan Flood
	 	 	Brendan Flood, Chairman and Chief Executive Officer




 


[Signature
Page to Amendment No. 4 to Amended and Restated Warrant Agreement]


 




    	 



    	 



    

 


Accepted
and agreed:


 


	JACKSON
    INVESTMENT GROUP, LLC	 
	 	 
	By:	/s/
    Richard L. Jackson	 
	 	Richard L. Jackson, Chief Executive Officer	 




 


[Signature
Page to Amendment No. 4 to Amended and Restated Warrant Agreement]