Exhibit 10.1


 


 


October 10, 2022


 


[Name and address of warrant holder]


 


Re:       Reprice
and Reload Offer of Common Stock Purchase Warrants


 


To Whom It May Concern:


 


TOP Ships Inc., a Marshall Islands corporation (the “Company”),
is pleased to offer to you the opportunity to receive new Common Stock purchase warrants of the Company in consideration for the exercise
of the Common Stock purchase warrants with initial exercise date of June 7, 2022 (the “Existing Warrants”) currently
held by you (the “Holder”). Additionally, the Company is pleased to offer to you the opportunity to amend the Existing
Warrants to reduce the exercise price of the Existing Warrants currently held by you pursuant to Section 5(l) of the Existing Warrants.
The shares of common stock, par value $0.01 per share (“Common Stock”), underlying the Existing Warrants (“Existing
Warrant Shares”) have been registered for resale pursuant to a registration statement on Form F-1 (File No. 333-266002) (the
“Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing Warrants,
will, to the Company’s knowledge, be effective for the resale of the Existing Warrant Shares. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Existing Warrants. 


 


In consideration for the cash exercise of the Existing
Warrants with respect to 100% of the Existing Warrant Shares pursuant to this agreement (the “Warrant Exercise”), the
Company hereby offers (i) to issue you or your designees a new Common Stock Purchase Warrant (the “New Warrants”) to
purchase up to a number of shares of Common Stock equal to 150% of the number of Existing Warrant Shares, which New Warrant shall be substantially
in the form as set forth on Annex B and (ii) to agree to an amendment of the Existing Warrants pursuant to Section 5(l) of the
Existing Warrants to reduce the exercise price of the Existing Warrants to $6.75 (as reduced from the current exercise price of $10.00
per share) solely with respect to the Warrant Exercise (the “Warrant Amendment”). The New Warrants will be immediately
exercisable, have a term of exercise expiring June 7, 2027, and an exercise price equal to $6.75, and will be in the form set forth
on Annex B hereto. The original New Warrant certificates will be delivered within two (2) Business Days following the Warrant Exercise
pursuant to this letter agreement.


 


The Holder may accept this offer by signing this letter
below, with such acceptance constituting the Holder’s agreement to the Warrant Amendment and deemed exercise of the Existing Warrants
with respect to 100% of the number of Existing Warrant Shares for an aggregate exercise price as set forth on the Holder’s signature
page hereto (the “Aggregate Exercise Price”), on or before 3:30 p.m. (New York City time) on October 10, 2022. 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 2(e) 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 price shall be payable).


 






    	 		 



     


    

Additionally, the Company agrees to the representations,
warranties and covenants set forth on Annex A attached hereto. The Holder represents and warrants (1) that, as of the date hereof
it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor” as defined in Rule 501
of the Securities Act, and agrees that the New Warrants will contain restrictive legends when issued, and neither the issuance of New
Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered under the Securities Act, and (2)
that the New Warrants and the Common Shares issuable upon exercise of the New Warrants will be acquired
for such Holder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in
violation of the Securities Act of 1933..


 


If this offer is accepted and this letter agreement is
executed and delivered to the Company on or before 3:30 p.m. (New York City time) on October 10, 2022, the Company shall (i) issue a press
release disclosing all material terms of the transactions contemplated hereunder on or before 4:00 p.m. (New York City time) on October
10, 2022, (ii) file a Report on Form 6-K with the Securities and Exchange Commission disclosing all material terms of the transactions
contemplated hereunder, including this letter agreement as an exhibit thereto, and (iii) file a prospectus supplement to the Registration
Statement disclosing the transactions contemplated hereby, including the reduction of the exercise price of the Existing Warrants ((i),
(ii) and (iii), collectively, the “Required Filings”), in the case of (ii) and (iii), on or before 5:30 p.m. (New York
City time) on October 11, 2022. Upon the release or filing, as the case may be, of the first of the Required Filings so released or filed
by the Company, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered
to the Holder by the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated hereby.
In addition, effective upon the earliest of the issuance of the Required Filings, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers, directors,
agents, employees or Affiliates on the one hand, and the Holder or any of its Affiliates on the other hand, shall terminate. Upon the
earliest of the issuance of the Required Filings, the Company represents to the Holder that none of the Company’s directors, officers,
employees or agents will provide the Holder with any material, nonpublic information that is not disclosed in the Required Filings.


 


The Company represents, warrants and covenants that, upon
acceptance of this offer, all of the Existing Warrant Shares being exercised shall be delivered electronically through the Depository
Trust Company within one (1) Trading Day of the date the Company receives the Aggregate Exercise Price (or, with respect to shares of
Common Stock that would otherwise be in excess of the Beneficial Ownership Limitation, within one (1) Business Day of the date the Company
is notified by Holder that its ownership is less than the Beneficial Ownership Limitation). Except as set forth herein, the terms of the
Existing Warrants, including but not limited to the obligations to deliver the Existing Warrant Shares, shall remain in effect as if the
acceptance of this offer was a formal exercise notice under the Existing Warrants.


 






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The Holder acknowledges that it has had the opportunity
to review the public filings made by the Company with the Commission and has been afforded (i) the opportunity to ask such questions as
it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the transactions
contemplated hereby and the merits and risks of investing in the Company’s securities; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment.


 


Each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this letter agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes
and duties levied in connection with the delivery of any Existing Warrant Shares. This letter agreement shall be governed by the laws
of the State of New York without regard to the principles of conflicts of law thereof.


 


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




 


 


 


 


 


 


 


 


 


 


 






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To accept this offer, Holder must counter execute this
letter agreement and return the fully executed letter agreement to the Company at e-mail: atsirikos@topships.org, attention: Alexandros
Tsirikos.


 


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


 


Sincerely yours,


 


TOP SHIPS INC.


 


By: _______________________


Name:


Title:


 


 


 


 


 


 


 


 


 


 


 






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Accepted and Agreed to:


 


Name of Holder: ________________________________________________________


 


Signature of Authorized Signatory of Holder: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Existing Warrant Shares: _____________________


 


Aggregate Exercise Price with respect to the Existing Warrant Shares: $___________________


 


New Warrant Shares: _________________


 


New Warrant Exercise Price: ______________


 


Beneficial Ownership Limitation New Warrant: 4.99%/9.99%


 


Address for Delivery of New Warrant: _________________________


 


 


DTC Instructions:


 


The Existing Warrant Shares shall be delivered to the following
DWAC Account Number:


	
     

    Broker Name:
	 	 
	
     

    Broker DTC DWAC #:
	 	 
	
     

    Broker Contact:
	 	 
	
     

    Account #:
	 	 


 






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Annex A – Representations, Warranties and Covenants


 


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


 


(a)              
Registration Statement. The Existing Warrant Shares are registered for issuance on a Registration Statement on Form
F-1 (File No. 333-266002) (the “Registration Statement”) and the Company knows of no reason why such Registration Statement
shall not remain effective for the foreseeable future. The Company shall use commercially reasonable efforts to keep the Registration
Statement effective and available for use by the Holder until all Existing Warrant Shares underlying the Existing Warrants are sold by
the Holder.


(b)              
Authorization; Enforcement. The Company will have 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 will
be 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 shareholders 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.


(c)              
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
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 lien 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, other than for which a waiver has been obtained by the Company; 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
: (i) a material adverse effect on the legality, validity or enforceability of this agreement or the New Warrant, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).






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(d)              
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the transactions contemplated by this agreement, other
than: (i) the filings required pursuant to this agreement, (ii) the notice and/or application(s) to each applicable Trading Market for
the issuance and sale of the New Warrant and the listing of the underlying shares for trading thereon in the time and manner required
thereby, and (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities
laws.


(e)              
Offering Generally. The transactions contemplated under this letter agreement, comply with all rules of the Trading Market.
No registration under the Securities Act is required for the offer and sale of the New Warrant by the Company as contemplated hereby.
Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering of the New Warrants
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated.


(f)               
Issuance of the New Warrant. The issuance of the New Warrants is duly authorized and, upon the execution of this letter
agreement by the undersigned, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the
Company, and the shares issuable upon exercise of the New Warrant (the “New Warrant Shares”), when issued in accordance
with the terms of the New Warrant, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Warrant Shares
in full.


(g)              
Legends and Transfer Restrictions.


 


(i)                
 The New Warrant and New Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of New Warrant or New Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the
Company or to an Affiliate of the undersigned or in connection with a pledge, the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
New Warrant and New Warrant Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this letter agreement.


 






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(ii)             
 The undersigned agrees to the imprinting, so long as is required by this Section (g), of a legend on any of the New Warrant and
New Warrant Shares in the following form:


 


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY
IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES..


 


The Company acknowledges and agrees that
the undersigned may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the New Warrant to a financial institution that is an “accredited investor” as defined in Rule
501(a) under the Securities Act and who agrees to be bound by the provisions of this letter agreement and, if required under the terms
of such arrangement, the undersigned may transfer pledged or secured New Warrant to the pledgees or secured parties. Such a pledge or
transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the undersigned’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of New Warrant may reasonably request in
connection with a pledge or transfer of the New Warrant or New Warrant Shares.


 


(iii)           
 Certificates evidencing the New Warrant Shares shall not contain any legend (including the legend set forth in Section (g)(ii)
hereof), (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such New Warrant Shares pursuant to Rule 144, (iii) if such New Warrant Shares are eligible for sale under Rule 144, or (iv)
if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to its transfer agent (if required
by the transfer agent) and the undersigned (if requested by the undersigned) in connection with the removal of the legend hereunder. If
all or any portion of a New Warrant is exercised at a time when there is an effective registration statement to cover the resale of the
New Warrant Shares, or if such New Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then
such New Warrant Shares shall be issued free of all legends.


 






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The Company agrees that following such time as such legend is no longer required
under this Section (g), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) following the delivery by the undersigned to the Company or the Transfer Agent of a
certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”),
deliver or cause to be delivered to the undersigned a certificate representing such shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions
on transfer set forth in this Section (g). Certificates for New Warrant Shares subject to legend removal hereunder shall be transmitted
by the transfer agent to the undersigned by crediting the account of the undersigned’s prime broker with the Depository Trust Company
System as directed by the undersigned. “Standard Settlement Period” means the standard settlement period, expressed in a number
of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of
a certificate representing Warrant Shares issued with a restrictive legend.


 


(iv)            
 In addition to such undersigned’s other available remedies, the Company shall pay to the undersigned, in cash, (i) as partial
liquidated damages and not as a penalty, for each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such
Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section (g)(iii), $10 per
Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after
the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or
cause to be delivered) to the undersigned by the Legend Removal Date a certificate representing the Securities so delivered to the Company
by such undersigned that is free from all restrictive and other legends and (b) if after the Legend Removal Date such undersigned purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such undersigned of all or
any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the
number of shares Common Stock that such undersigned anticipated receiving from the Company without any restrictive legend, then, an amount
equal to the excess of such undersigned’s total purchase price (including brokerage commissions and other out-of-pocket expenses,
if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In
Price”) over the product of (A) such number of New Warrant Shares that the Company was required to deliver to such undersigned
by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing
on the date of the delivery by such undersigned to the Company of the applicable New Warrant Shares (as the case may be) and ending on
the date of such delivery and payment under this clause (ii).


 






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(h)              
Public Information Failure. At any time during the period commencing from the six (6) month anniversary of the date hereof
and ending at such time that all of the New Warrant Shares may be sold without the requirement for the Company to be in compliance with
Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if there is no effective registration statement covering
the resale of all of the New Warrant Shares and the Company (i) shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company
shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition
to the undersigned’s other available remedies, the Company shall pay to the undersigned, in cash, as partial liquidated damages
and not as a penalty, by reason of any such delay in or reduction of its ability to sell the New Warrant Shares, an amount in cash equal
to two percent (2.0%) of the aggregate Exercise Price of the undersigned’s New Warrant on the day of a Public Information Failure
and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date
such Public Information Failure is cured and (b) such time that such public information is no longer required for the undersigned to transfer
the New Warrant Shares pursuant to Rule 144. The payments to which the undersigned shall be entitled pursuant to this Section (h) are
referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier
of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails
to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate
of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit the undersigned’s right to pursue
actual damages for the Public Information Failure, and the undersigned shall have the right to pursue all remedies available to it at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


(i)                
Listing of Common Stock. The Company shall apply to list or quote all of the New Warrant Shares on the Nasdaq Capital Market
and use its commercially reasonable efforts to promptly secure the listing of all of the New Warrant Shares on the Nasdaq Capital Market.


 


(j)                
Registration Statement. As soon as practicable (and in any event within forty-five (45) calendar days of the date of this
Agreement), the Company shall file a registration statement on Form F-3 (or other appropriate form if the Company is not then F-3 eligible)
providing for the resale by the Holders of the New Warrant Shares issued and issuable upon exercise of the New Warrants;
provided that each Holder shall have furnished in writing to the Company such other information regarding itself, the securities held
by it and the intended method of disposition of the securities held by it, as shall be reasonably required to effect the registration
of such Registrable Securities.  The Company shall use commercially reasonable efforts to cause such registration to become
effective on or prior to the 60th calendar day after the initial filing date and to keep such registration statement effective
at all times until no Holder owns any New Warrants or New Warrant Shares issuable upon exercise thereof. If the Company fails to file
the registration statement within forty-five (45) calendar days of the date hereof, the Company shall pay to the undersigned an amount
in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% of the aggregate exercise price of the New Warrants
for each 30-day period (or pro rata for any portion thereof) following such filing deadline for which no registration statement is filed.
If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable,
the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable
law) to the undersigned, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full.


 






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		(k)	Subsequent Equity Sales. From the date hereof until seven (7) calendar days following the date
hereof, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement
thereto that registers additional securities, in each case other than the registration statement registering the New Warrant Shares or
a registration statement on Form S-8 and supplements to currently effective registration statements of the Company that the Company reasonably
determines are necessary to satisfy its disclosure obligations under the federal securities laws with respect to such registration statements.
Notwithstanding the foregoing, this Section (k) shall not apply in respect of an Exempt Issuance. As used herein, “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or
option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members
of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of
any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (except
for such decreases in exercise, exchange or conversion price in accordance with the terms of such securities) or to extend the term of
such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and
carry no registration rights that require or permit the filing of any registration statement in connection therewith until the registration
statement registering all of the New Warrant Shares is declared effective, and provided that any such issuance shall only be to a Person
(or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities. “Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of 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, shares of Common Stock.



 


 


 


 


 


 





 


 






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Annex B – Form of New Warrant


 


 


 


 


 


 


 


 


 


 


 


 


12