Exhibit 10.01


 


CONVERSION
PRICE ADJUSTMENT AGREEMENT


 


This
conversion price adjustment agreement (“Agreement”) dated as of November 25, 2020 is by and among Sabby Healthcare
Master Fund, Ltd., Sabby Volatility Warrant Master Fund, Ltd. (collectively, “Sabby”) and Inspyr Therapeutics,
Inc., a Delaware corporation (the “Company”). Any terms not specifically defined herein shall have the definition
ascribed to them in the Securities Purchase Agreement, dated as of December 13, 2018, by and among the Company and Sabby.


 


WHEREAS,
Sabby holds, in the aggregate, $2,383,150.23 principal amount of convertible debentures and notes in the Company which have been
issued from time to time since September 2017 (the (“Loan Instruments”), which Loan Instruments are summarized
and set forth on Annex A attached hereto;


 


WHEREAS,
the Loan Instruments consist of convertible and non-convertible debt obligations of the Company;


 


WHEREAS,
the parties which to make all of the Loan Instruments convertible on the same conversion terms;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree
as follows:


 


		1.	Conversion
                                         Terms.  The Loan Instruments are hereby amended to have a “Conversion Price”
                                         equal to the lesser of (i) $0.33 (“Set Conversion Price”) and
                                         (ii) 85% of the lowest VWAP during the five Trading Days immediately prior to the Conversion
                                         Date, subject to adjustment herein (the “Conversion Price”).
                                         In the event that a Loan Instrument does not currently have a conversion feature, such
                                         Loan Instrument is hereby amended such that Sections 4 and 5 of the convertible Loan
                                         Instruments are incorporated by reference therein.



 


		2.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall be
                                         deemed an original but all of which taken together shall constitute one and the same
                                         instrument. Except as expressly set forth above, all of the other terms and conditions
                                         of the Transaction Documents and Loan Instruments shall continue in full force and effect
                                         after the execution of this Agreement and shall not be in any way changed, modified or
                                         superseded by the terms set forth herein, including, but not limited to, any other obligations
                                         the Company may have to the undersigned under the Transaction Documents.



 


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



 


[SIGNATURE
PAGE TO FOLLOW]


 




    1 


     


    

 


The
undersigned hereby executes this Agreement as of the date first set forth above.  





 


	 	Inspyr Therapeutics, Inc.
	 	 	 
	 	By:	             
	 	Name: Michael Cain
	 	Title: Chief Executive Officer


  


	SABBY HEALTHCARE MASTER FUND, LTD:
	 	 	 
	By:	            	 
	Name: Robert Grundstein	 
	Title: Chief Operating Officer and General Counsel	 
	 	 	 
	SABBY VOLATILITY WARRANT MASTER FUND, LTD
	 	 	 
	By:	 	 
	Name: Robert Grundstein	 
	Title: Chief Operating Officer and General Counsel	 


 






     


     


    

 


ANNEX
A