COOPERATION AGREEMENT
GEE Group Inc.
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”), effective as of August 21, 2026 (the “Effective Date”), is entered into by and between GEE Group Inc., an Illinois corporation (the “Company”), on the one hand, and Star Equity Fund, LP (collectively with its Affiliates, “Star Equity”), on the other hand. The Company and Star Equity are together referred to herein as the “Parties,” and each of the Company and Star Equity, respectively, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 16 hereof.
WHEREAS, as of the Effective Date, Star Equity beneficially owns an aggregate of 6,285,065 shares of common stock, no par value per share, of the Company (the “Common Stock”);
WHEREAS, on June 1, 2026, Star Equity Fund, LP delivered a notice to the Company (as amended, the “Notice”) of its intent to nominate an individual for election to the Company’s board of directors (the “Board”) and present a business proposal at the 2026 Annual Meeting; and
WHEREAS, the Company and Star Equity desire to enter into this Agreement regarding the Company’s corporate governance and certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of the promises, representations and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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