Exhibit 10.2


 





CONSENT, WAIVER AND MODIFICATION AGREEMENT


 


This Consent, Waiver
and Modification Agreement (“Agreement”) is made and entered into as of October 13, 2016, 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, 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 with respect to the securities identified on Schedule A (“Transaction Documents”); 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
proposes to: (i) designate and issue one share of Series A Preferred Stock to its Chief Executive Officer, Joseph Segelman, pursuant
to the terms of the Certificate of Amendment of Certificate of Incorporation in the form annexed hereto, (ii) to amend the Stock
Option Plan for the issuance of up to an additional 10,000,000 shares of its Common Stock to its employees, and (iii) to issue
up to 20,000,000 shares as part of a private or public offering at a price of $0.30 per share ((i), (ii) and (iii), collectively
“Proposed Issuances”); and


 


WHEREAS, pursuant to
Section 4.13 and Section 4.17 of the Securities Purchase Agreements, Sections 5(b) and 7(c) respectively 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, solely in
connection with the Proposed Issuances, Purchasers will (i) waive the Right of Participation, (ii) waive their MFN Rights, and
(iii) release the Company from the restrictions described in the fourth recital above.


 


NOW THEREFORE, in consideration
of promises and mutual covenants contained herein, for good and valuable consideration, and for the aggregate sum of One Hundred
Dollars ($100) (Fifty Dollars ($50) from each Purchaser), the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby consent and agree as follows:


 




    1 


     


    

  


1.          With respect
only to the Proposed Issuances, the Purchasers waive (i) the Right of Participation and their MFN Rights; (ii) release the Company
from the restrictions described in the fourth recital above only to the extent required to effectuate the waivers and amendments
agreed to in this Agreement and for no other purpose, and (iii) allow the issuance of up to 20,000,000 shares of Common Stock as
part of a private or public offering at a price of not less than $0.30 per share of Common Stock, subject to adjustment for stock
splits, stock dividends, similar events and equitable adjustment.


 


2.          Schedule
3.1(g) to the Securities Purchase Agreements is amended to reflect 14,000,000 shares of Common Stock currently available for issuance
under the Stock Option Plan, and which Stock Option Plan may be amended to increase such Stock Option Plan by 6,000,000 shares
of Common Stock.


 


3.          With
respect only to the Proposed Issuances, the Company may amend the Stock Option Plan to allow for the issuance by the Company of
up to an additional 10,000,000 shares (20,000,000 shares total) of Common Stock for its employees, which issuances will be reflected
on an amended Schedule 4.13 to the Securities Purchase Agreements annexed hereto.


 


4.          Reserved.


 


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.          The
Company agrees to issue to each of the Purchasers not later than fifteen (15) calendar days following the date hereof, 500,000
shares of Common Stock (the “Shares”) for a purchase price of $0.0001 per Share which is the cash consideration
stated in the recital above. The Shares will be imprinted with a restrictive legend as set forth in Section 4 of the Securities
Purchase Agreements. This Agreement will be deemed null and void ab initio if the Company fails to timely deliver the Shares
to Purchasers.


 


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


 


8.          The
Company represents to the Purchasers that the books and records of the Company accurately reflect the information described on
Schedule A.


 


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


 


10.         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.


 


11.         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.


 


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


 


13.         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.


 




    2 


     


    

  


14.         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.


 


15.         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.


 


16.         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)


 




    3 


     


    

  


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
	 	 
	 	/s/
    Konrad Ackermann
	 	ALPHA CAPITAL ANSTALT


 


“PURCHASER”


 


	ALPHA CAPITAL ANSTALT	 	BRIO CAPITAL MASTER FUND LTD.
	 	 	 	 	 
	By: 	/s/
    Konrad Ackermann	 	By: 	/s/ Shaye Hirsch
	 	Name:
    Konrad Ackermann	 	 	Name:Shaye Hirsch
	 	Title: Director	 	 	Title Director




 




    4 


     


    

 


SCHEDULE A CONSENT WAIVER AND MODIFICATION
AGREEMENT


 


DECEMBER 2015 PURCHASERS


 


	PURCHASERS	 	SUBSCRIPTION 
 AMOUNT	 
	ALPHA CAPITAL ANSTALT 
Lettstrasse 32 
P.O. Box 1212 
9490 Vaduz, Lichtenstein 
Fax: 212-586-8244 
Taxpayer ID# None	 	$	375,000.00	 
	BRIO CAPITAL MASTER FUND LTD. 
100 Merrick Road, Suite 401W 
Rockville Center, NY 11570 
Tel.: 516-536-0500 
Taxpayer ID# 98-1072321	 	$	375,000.00	 
	TOTAL	 	$	750,000.00	 



 




    5