Exhibit
10.1


 


POLARITYTE,
INC.


 


January
22, 2021


 


Holder
of Common Stock Purchase Warrant


 


	 	Re:	Inducement
    Offer to Exercise Common Stock Purchase Warrants


 


Dear
Holder:


 


PolarityTE,
Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or part of the Common Stock
Purchase Warrants of the Company (the “Existing Warrants”) currently held by you (the “Holder”).
The Existing Warrants and the shares underlying the Existing Warrants (“Warrant Shares”) have been registered
pursuant to registration statement Form S-3 (File No. 333-229584) (the “Registration Statement”). The Registration
Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective
for the issuance or sale, as the case may be, of the Warrant Shares. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Existing Warrant.


 


In
consideration for exercising all or a portion of the Existing Warrants held by you, as set forth on the signature page hereto
(the “Warrant Exercise”) at the current exercise price of $0.624, the Company hereby offers to sell to you
or your designee a new Common Stock Purchase Warrant (“New Warrant”) to purchase up to a number of shares of
Common Stock equal to 75% of the number of Warrant Shares issued in the Warrant Exercise. The purchase price of the New Warrant
shall equal the $0.125 per share underlying the New Warrant. The New Warrant shall be issued pursuant to the Registration Statement,
have an exercise price equal to $1.20, be exercisable immediately and be otherwise in the form of the Existing Warrants. The original
New Warrant certificate(s) will be delivered within two Business Days following the date hereof. Notwithstanding anything herein
to the contrary, in the event the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations
(“Beneficial Ownership Limitation”) set forth in Section 1(f) of the Existing Warrants, the Company shall only
issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number of Warrant Shares
permitted thereunder with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof)
may be issued in compliance with such limitations, which abeyance shall be evidenced through the Existing Warrant which shall
be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise in the Existing Warrant (provided no additional exercise
shall be payable).


 


Expressly
subject to the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below,
with such acceptance constituting Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set
forth on the Holder’s signature page hereto (the “Warrants Exercise Price”) on or before 8:30 a.m. Eastern
Time on January 22 2021.


 


Additionally,
the Company agrees to the representations, warranties and covenants set forth on Annex A attached hereto.


 


From
the date hereof until the end of the 45 Trading Day following the date hereof, other than an Exempt Issuance (as defined in the
Purchase Agreement, neither the Company nor any subsidiary of the Company (the Company acknowledging that it does not currently
have any subsidiaries) shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares
of Common Stock or any securities of the Company or any subsidiaries which would entitle the holder thereof to acquire at any
time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 




    	 



     


    

 


If
this offer is accepted and the transaction documents are executed on or before 8:30 am Eastern Time on January 22, 2021, then
on or before 9:30 am ET on such Trading Day, the Company shall file a press release or a Current Report on Form 8-K with the SEC
disclosing all material terms of the transactions contemplated hereunder. The Company shall file a prospectus supplement to the
Registration Statement as to the New Warrants and shares underlying the New Warrants within the time period prescribed under the
Securities Act. The Company represents, warrants and covenants that, upon acceptance of this offer, the shares underlying the
Existing Warrants shall be issued free of any legends or restrictions on resale by Holder and all of the Warrant Shares shall
be delivered electronically through the Depository Trust Company within 1 Business Day of the date the Company receives the Warrants
Exercise Price (or, with respect to Warrant Shares that would otherwise be in excess of the Beneficial Ownership Limitation, within
2 Business Days of the date the Company is notified by Holder that its ownership is less than the Beneficial Ownership Limitation).
The terms of the Existing Warrants, including but not limited to the obligations to deliver the Warrant Shares, shall otherwise
remain in effect as if the acceptance of this offer were a formal Notice of Exercise (including but not limited to any liquidated
damages and compensation in the event of late delivery of the Warrant Shares).


 


Each
of the parties hereto agree to waive Section 2(e) of the Existing Warrants. In the event the Warrant Exercise results in the Holder
exceeding the Beneficial Ownership Limitation (as defined in the Existing Warrants), the Holder agrees that any Warrant Shares
exceeding the Beneficial Ownership Limitation (as determined by the Holder) will be held in abeyance by the Company for such Holder.
For the avoidance of doubt, the exercise price payable by the Holder in respect of any Warrant Shares held in abeyance pursuant
to the foregoing shall be paid by the Holder upon the closing of the Warrant Exercise.


 


***************


 




    	 



     


    

 





Please
do not hesitate to call me if you have any questions.


 


	 	Sincerely
    yours,
	 	 	 
	 	POLARITYTE,
    INC.
	 	 	 
	 	By	 
	 	Name:	David
    Seaburg
	 	Title:
    	Chief
    Executive Officer


 


Accepted
and Agreed to:


 


Name
of Holder: ________________________________________________________


 


Signature
of Authorized Signatory of Holder: _________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Existing
Warrant Shares subject to Warrant Exercise: ______________


 


Aggregate
Exercise Price: $_____________


 


New
Warrant Shares (75% coverage): ___________


 


New
Warrant Purchase Price:_______________


 


DTC
Instructions:


 




    	 



     


    

 


Annex
A


 


Representations,
Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


(a)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this letter agreement by the Company and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
its board of directors or its stockholders in connection therewith. This letter agreement has been duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)
No Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the
Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any
liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection
with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise)
or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or
affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses
(ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect upon the business, prospects,
properties, operations, condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its
ability to perform its obligations under this letter agreement.


 


(c)
Nasdaq Corporate Governance. The transactions contemplated under this letter agreement, comply with all rules of the Trading
Market.