Exhibit 10.1


 


SECOND CONSENT,
WAIVER AND MODIFICATION AGREEMENT


 


This
Second Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of May 30, 2017, by
and among Reign Sapphire Corporation, a Delaware corporation (the “Company”), and the parties identified on the
signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but
not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents
(all as defined below).


 


WHEREAS,
as of December 23, 2015 and November 10, 2016, the Company and Purchasers identified on Schedule A entered into
Securities Purchase Agreements (collectively, the “Securities Purchase Agreements” and each a “Securities
Purchase Agreement”) and related agreements (“Transaction Documents”), which Securities Purchase Agreement
dated December 23, 2015 was amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016;
and


 


WHEREAS, pursuant
to the terms of the Securities Purchase Agreements, the Company issued to the Purchasers Secured Convertible Notes (“Notes”),
Incentive Shares and Warrants (the “Warrants”); and


 


WHEREAS, the
Company is currently in violation of Section 4.3 of the Securities Purchase Agreements and is also in default under Section 8 of
the Notes, specifically Section 8(viii) of the Notes due to a failure to file the required Form 10-K for the year ended December
31, 2016 and the Form 10-Q for the three month period ended March 31, 2017; and


 


WHEREAS, the
Company proposes to offer shares of its common stock to new investors at a price per share of $0.08, as well as warrants exercisable
for a period of five years at $0.30 per share (the “Proposed Issuances”); and


 


WHEREAS,
the Company and the Purchasers desire to extend the Maturity Date (as such term is defined in the December 23, 2015 Notes),
to December 31, 2017; and


 


WHEREAS, pursuant
to Section 4.13 and Section 4.17 of the Securities Purchase Agreements, and Section 5(e) of the Notes, the Company is prohibited,
without the prior approval of Purchasers, from issuing any Common Stock as part of a new offering,, issuing any Common Stock or
Common Stock Equivalents to officers, directors and employees of the Company unless such issuance is an Exempt Issuance pursuant
to items (a) and (d) of the definition of Exempt Issuance or in the amounts and on the terms described on Schedule 4.13 to the
Securities Purchase Agreements and to amend any of its charter documents; and


 


WHEREAS, in
connection with the Proposed Issuances, each Purchaser possesses a right of participation (“Right of Participation”)
and certain other rights (“MFN Rights”) pursuant to Sections 4.17 and 4.23 respectively of the Securities Purchase
Agreements; and


 


WHEREAS, pursuant
to Section 5(e) of the Notes and Section 3(c) of the Warrants, upon a Dilutive Issuance, the Purchasers are entitled to an adjustment
to the Conversion Price and Exercise Price, respectively; and


 




     


     


    

 


WHEREAS,
the Purchasers will waive all rights and default provisions related to the failure of the Company to file its Form 10-K for
the year ended December 31, 2016 and the three month period ended March 31, 2017 as further described in Section 4 below;
and


 


WHEREAS, solely
in connection with the Proposed Issuances, Purchasers will waive each of the following three items: (i) the Right of Participation,
(ii) their MFN Rights, and (iii) release the Company from the restrictions described in the sixth recital above.


 


NOW THEREFORE,
in consideration of promises and mutual covenants contained herein, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby consent and agree as follows:


 


1.          With
respect only to the Proposed Issuances, the Purchasers waive (i) the Right of Participation and their MFN Rights; (ii) solely in
connection with the Proposed Issuances, release the Company from the restrictions described in the sixth recital above only to
the extent required to effectuate the waivers agreed to in this Agreement and for no other purpose, and (iii) solely in connection
with the Proposed Issuances, allow the issuance of shares of Common Stock as part of a private offering at a price of not less
than $0.08 per share of Common Stock, subject to adjustment for stock splits, stock dividends, similar events and equitable adjustment.


 


2.          Section
4(b) of the Notes shall hereby be amended to state that the conversion price for the principal and interest in connection with
voluntary conversions by the Holder shall be $0.08 per share, subject to further adjustments as described in the Notes and Transaction
Documents.


 


3.          The
Maturity Date of the December 23, 2015 Notes shall be amended to December 31, 2017, subject to acceleration as described in
the Notes and Transaction Documents.


 


4.          The
Purchasers agree to waive all default provisions and rights related to the Company's failure to timely file its Form 10-K for
the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017, only provided such Form
10-K for the year ended December 31, 2016 and the Form 10-Q for the period ended March 31, 2017 are filed no later than June
15, 2017.


 


5.          Each
of the Purchasers hereby represents the truth and accuracy of each Purchaser's representations and warranties contained in the
Transaction Documents when made and also as if such representations and warranties were made as of the date hereof. The Company
hereby represents the truth and accuracy of all of the Company's representations and warranties contained in the Transaction Documents
when made and also as if such representations and warranties were made as of the date hereof, except as same have been modified
or updated in the SEC Reports.


 


6.          Each
of the Purchasers executing this Agreement represents to the Company that it has the authority to enter into and deliver this Agreement.


 


7.          Except
as specifically described herein, there is no other waiver expressed or implied.


 


8.          In
this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include
the feminine and neutral genders. The word “person” includes an individual, body corporate, partnership, trustee or
trust or unincorporated association executor, administrator or legal representative.


 




     


     


    

 


9.          This
Agreement will be subject to amendment and/or waiver in the same manner and subject to the same requirements as described in the
Transaction Documents.


 


10.         The
invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.


 


11.         All
notices, demands, requests, consents, approvals, and other communications required or permitted in connection with this Agreement
shall be made and given in the same manner set forth in Section 5.4 of the Securities Purchase Agreements.


 


12.         This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of
laws and principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by
either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts
of New York in the federal courts located in the state of New York. Both parties and the individuals executing this Agreement and
other agreements on behalf of the parties agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing
party (which shall be the party which receives an award most closely resembling the remedy or action sought) shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement.


 


13.         The
division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of this agreement.


 


14.         This
Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same Agreement and
shall become effective when the counterparts have been signed by each party and delivered to the other party, it is being understood
that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or PDF transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
the same with the same force and effect as if such facsimile signature were an original thereof.


 


(Signatures
to follow)


 




     


     


    

 


IN WITNESS WHEREOF,
the Company, Guarantor, Collateral Agent and the undersigned Purchasers have caused this Agreement to be executed as of the date
first written above.


 


REIGN SAPPHIRE CORPORATION 


 


the “Company”


 


	 	By:	 


 


AUSTRALIAN SAPPHIRE CORPORATION


 


the “Guarantor”


 


	 	By:	 


 


COLLATERAL AGENT


 


	 	 
	 	ALPHA CAPITAL ANSTALT


 


“PURCHASER”


 


	ALPHA CAPITAL ANSTALT	 	BRIO CAPITAL MASTER FUND LTD.
	 	 	 	 	 
	By:	 	 	 By:	
	Name:	 	 	 	Name:
	Title:	 	 	 	Title