0001477932-19-000941 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2019, is by and among ShiftPixy, Inc., a Wyoming corporation with offices located at 1 Venture Suite 150, Irvine CA 92618 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2019, is by and among ShiftPixy, Inc., a Wyoming corporation with offices located at 1 Venture Suite 150, Irvine CA 92618 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

8% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 4, 2019
Convertible Security Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York

THIS 8% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% SENIOR SECURED CONVERTIBLE NOTES of ShiftPixy, Inc., a Wyoming corporation (the “Company”), having its principal place of business at 1 Venture, Suite 150, Irvine, California 92618, designated as its 8% Senior Secured Convertible Note due September 4, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This Note has been amended pursuant to that certain Amendment Agreement, dated March __, 2019 (the “Amendment Agreement”, and the date thereof, the “Amendment Date”) and capitalized terms not defined herein shall have the meaning as set forth in the Amendment Agreement.

AMENDMENT AGREEMENT
Amendment Agreement • March 12th, 2019 • ShiftPixy, Inc. • Services-employment agencies • New York

This agreement (this “Amendment Agreement”) is entered into as of March __, 2019, by and between ShiftPixy, Inc., a Wyoming corporation with offices located at 1 Venture Suite 150, Irvine CA 92618 (the “Company”) and the undersigned (the “Investor”, and together with the Company, the “Parties”).