Exhibit 10.1


 


FORM OF WARRANT REPURCHASE AGREEMENT


 


THIS WARRANT REPURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of April 21, 2016 by and between Dehaier Medical Systems Limited, a British
Virgin Islands corporation (the “Company”), and _____________ (the “Holder”).


 


WHEREAS, pursuant to the Warrant Agreement
dated as of February 21, 2014, by and between the Company and the Holder (the “Warrant Agreement”), the Holder holds
a warrant to purchase __________ shares of Common Stock, $0.002731 par value per share, of the Company at an exercise price of
$11.86 per share (the “Warrant”);


 


WHEREAS the Company desires to purchase
from the Holder, and the Holder desire to sell to the Company, the Warrant.


 


NOW, THEREFORE, for and in consideration
of the mutual agreements set forth herein, the parties hereto agree as follows:


 


1.Purchase and Sale. Subject to the terms
and conditions set forth herein, the Holder hereby sells to the Company, and the Company hereby purchases from the Holder, the
Warrant, free and clear of all liens, security interests, encumbrances, equities and claims, or any other defect of title whatsoever.
The purchase price to be paid to the Holder for the Warrant (the “Purchase Price”) shall be $3.80 per share underlying
the Warrant on the date hereof (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar
transaction), and $_________ in the aggregate. The parties agree that no issuance of shares to a third party subsequent to execution
by both parties hereof and prior to receipt of the payment by the Holder will result in any adjustment to the Purchase Price or
number of shares underlying the Warrants; provided, however that in the event this Agreement is terminated pursuant to Section
2, then any such issuances shall retroactively have the effect prescribed in the Warrant. Prior to the payment of the Purchase
Price in accordance with Section 2, the Holder shall have the right to exercise the Warrant at its current exercise price of $11.86
per share (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction).
Upon the payment of the Purchase Price pursuant to the terms of this Agreement, the Warrant will be immediately cancelled and the
Holder shall cease to have any right thereunder.


 


2.Manner and Time of Payment. On or before
the thirtieth (30th) Trading Day after the signing of this Agreement (or such other date as mutually agreed by the Company
and the Holder), (i) the Company shall pay the Purchase Price to the Holder by wire transfer to an account at a bank designated
by the Holder as set out below; (ii) immediately upon payment of the Purchase Price, the Warrant shall be cancelled, and become
void and of no further effect; and (iii) within one (1) Trading Day after the payment of the Purchase Price, the Holder shall return
the original Warrant by overnight mail to counsel for the Company, whose address appears below. In the event the Company has not
paid the Purchase Price on or before such thirtieth (30th) Trading Day after execution of this Agreement (as may be
extended, the “Termination Date”), this Agreement shall terminate automatically and be of no further force or
effect; provided, however, that the Holder shall have the option at any time and from time to time to extend the
Termination Date of this Agreement by delivering a written notice to the Company on or prior to 11:59:59 PM Eastern Time on the
then existing Termination Date, which notice shall indicate the new time and date upon which this agreement shall terminate. As
used in this Agreement, “Trading Day” shall mean any day on which The New York Stock Exchange is open for trading of
equity securities.


 


The Holder’s bank information is set
forth below:


 


________________________________________


________________________________________


________________________________________


 






     


     


    

 


The Company’s legal counsel’s
address is set forth below:


 


Kaufman & Canoles, P.C.


Two James Center, 14th Floor


1021 E. Cary St.


Richmond, VA 23219


Attention: Anthony W. Basch


 


3.Representations of Holder. The Holder represents
and warrants to the Company that: (i) Holder has, and at the time of sale of the Warrant to the Company will have, good and valid
title to the Warrant, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title
whatsoever; (ii) Holder has strictly complied with the terms of the Warrant Agreement at all times since the Effective Date (as
such term is defined in the Warrant Agreement); and (iii) Holder is not a party to or bound by any agreement, or any judgment,
decree or ruling of any governmental authority, affecting or relating to Holder’s right to transfer the Warrant.


 


4.Disclosure of Transactions and Other Material Information.
On or before 8:30 a.m., New York City time, on the first Trading Day after this Agreement has been executed by both parties, the
Company shall file a Current Report on Form 6-K describing the terms of the transactions contemplated by the Transaction Documents
in the form required by the Securities Exchange Act of 1934 Act, as amended, and attaching the form of this Agreement as an exhibit
to such filing (including all attachments, the "6-K Filing"). From and after the filing of the 6-K Filing, the Company
hereby covenants and agrees that the Holder has not received any material, nonpublic information received from the Company, any
of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the
6-K Filing. In addition, effective upon the filing of the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their
respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the
other hand, shall terminate. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective
officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding
the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of the Holder.
To the extent that the Company delivers any material, non-public information to the Holder without the Holder's consent, the Company
hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any
of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of,
such material, non-public information.


 


5.Survival of Representations and Warranties.
All representations and warranties made hereunder shall survive the consummation of the transactions contemplated hereunder.


 


6.Equal Treatment Acknowledgment; Most Favored Nation.
The parties hereto herby acknowledge and agree that any transaction with any other person regarding any other warrants of the Company
outstanding which terms are substantially identical to the Warrant (each such warrant, an “Other Warrant” and each
such holder, an “Other Investor”) shall be negotiated separately with each such Other Investor and shall not in any
way be construed as the Holder or any Other Investor acting in concert or as a group with respect to the purchase, disposition
or voting of securities of the Company or otherwise. The Company hereby represents and warrants as of the date hereof and covenants
and agrees that none of the terms offered to any person with respect to any consent, release, amendment, settlement, waiver or
sale relating to the Other Warrant (each a “Settlement Document”), including without limitation the purchase price
per number of shares underlying the Other Warrant, is or will be more favorable to such person than those of the Holder and this
Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then the terms and conditions
of this Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically
and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as
the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder
may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained
in this Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such
amendment or modification never occurred with respect to the Holder. The provisions of this Section 6 shall apply similarly and
equally to each Settlement Document.


 






     


     


    

 


7.Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the respective parties hereto, their legal representatives, successors, and assigns.


 


8.Entire Agreement. This Agreement supersedes
all agreements previously made between the parties hereto relating to its subject matter.


 


9.Non-waiver. No delay or failure by any party
to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that
or any other right, unless otherwise expressly provided herein.


 


10.Headings. Headings in this Agreement are
for convenience only and shall not be used to interpret or construe its provisions.


 


11.Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the New York.


 


12.Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all of which together shall be one and the same instrument.


 


13.Release. The Holder and the Company hereby
agree that, upon the consummation of the sale of the Warrant pursuant to this Agreement, including the payment in full by the Company
of the Purchase Price, (i) the Holder unconditionally and irrevocably releases and discharges the Company and its directors, officers,
employees and professional advisors, from any and all liability of any kind to the Holder, whether direct or indirect, foreseen
or unforeseen, foreseeable or unforeseeable, contingent or actual, present or future, including but not limited to, any liability
arising or capable of arising out of, or relating to the Company or the Warrant and its issuance, and (ii) the Company unconditionally
and irrevocably releases and discharges the Holder and its directors, members, partners, officers, employees and professional advisors,
from any and all liability of any kind to the Company, whether direct or indirect, foreseen or unforeseen, foreseeable or unforeseeable,
contingent or actual, present or future, including but not limited to, any liability arising or capable of arising out of, or relating
to the Warrant.


 


 


 


[__________ Warrant Repurchase Agreement
Signature Page Follows]


 




     


     


    

 


[___________ Warrant Repurchase Agreement
Signature Page]


 


IN WITNESS WHEREOF the parties have
signed this instrument as of the date first set forth above.


 


	
         

        THE COMPANY:

	 
	Dehaier Medical Systems Limited
	 	 
	By: 	 	 
	Name:	 	Ping Chen
	Its:	 	Chief Executive Officer
	 
	HOLDER:
	 
	______________
	 	 
	By: 	 	 
	Name:	 	 
	Its: