EX-10.1





 Exhibit 10.1 

June 13, 2022 
 [Name and address of warrant
holder] 
 Re:    Reprice and Reload Offer of Common Share Purchase Warrants 

To Whom It May Concern: 
 Imperial Petroleum
Inc., a Marshall Islands corporation (the “Company”), is pleased to offer to you the opportunity to receive new Common Share purchase warrants of the Company in consideration for the exercise of the Class B Common Share
purchase warrants (the “Existing Warrants”) set forth on your signature page attached hereto currently held by you (the “Holder”). Additionally, the Company is pleased to offer to you the opportunity to consent to
the reduction of the exercise price of the Existing Warrants currently held by you pursuant to Section 3(g) of the Existing Warrants. The issuance of the shares of common stock, par value $0.01 per share (“Common Shares”),
underlying the Existing Warrants (“Existing Warrant Shares”) has been registered pursuant to registration statements on Form F-1 (File Nos. 333-263593
and 333-263725) (the “Registration Statements”). The Registration Statements are currently effective and, upon exercise of the Existing Warrants, will be effective for the issuance of the
Existing Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrants.  

In consideration for cash exercising certain of the Existing Warrants held by you on or before 9:00 a.m. (New York City time) on June 13,
2022 (the “Warrant Exercise”), the Company hereby offers (i) to issue to you or your designees a new Common Share Purchase Warrant (the “New Warrants”) to purchase up to a number of Common Shares equal to 100%
of the number of Existing Warrant Shares issued pursuant to each Warrant Exercise that occurs from and after the date hereof and prior to 9:00 a.m. on June 13, 2022, which New Warrant (as defined below) shall be in the form set forth on
Annex B hereto and (ii) a reduction of the exercise price of the Existing Warrants to $0.70 per share (as reduced from the current exercise price of $1.60 per share). The new Common Share Purchase Warrants will be immediately
exercisable, have a term of exercise of five (5) years thereafter, and an exercise price equal to $0.80, 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 each Warrant Exercise pursuant to this letter agreement. 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). 

The Holder may accept this offer by signing this letter below, with such acceptance constituting the Holder’s deemed exercise of the
number of Existing Warrants as set forth on the Holder’s signature page attached hereto for an aggregate exercise price as set forth on the Holder’s signature page hereto (the “Aggregate Exercise Price”) on or before 9:00
a.m. (New York City time) on June 13, 2022. 












 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 New Warrants nor the Common Shares issuable upon exercise of the New Warrants will be registered under the Securities Act, except as
provided in Annex A attached hereto, 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 9:00 a.m. (New York City time) on June 13, 2022, the Company shall (i) issue a press release disclosing all material terms of the transactions contemplated hereunder,
(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 prospectus supplements to the Registration Statements 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 each case on or before 9:30 a.m. (New York City time) on June 13, 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 Common Shares 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. 

The Company acknowledges and agrees that the obligations of the Holder under this letter agreement are several and not joint with the
obligations of any other holder of Common Share purchase warrants of the Company (each, an “Other Holder”) under any other agreement related to the exercise of such warrants (“Other Warrant Exercise Agreement”), and
the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Exercise Agreement. Nothing contained in this letter agreement, and no action taken by the Holder pursuant
hereto, shall be deemed to constitute the Holder and the Other Holders as a partnership, an association, a joint 

  
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venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this letter agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement
or any Other Warrant Exercise Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this letter agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for
such purpose. 
 The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof
until sixty (60) Trading Days after the date hereof, that none of the terms offered to any Other Holder with respect to any Other Warrant Exercise Agreement (or any amendment, modification or waiver thereof), is or will be more favorable to
such Other Holder than those of the Holder and this letter agreement. If, and whenever on or after the date hereof until sixty (60) Trading Days after the date hereof, the Company enters into an Other Warrant Exercise Agreement, then
(i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this letter 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 Other Warrant Exercise Agreement
(including the issuance of additional Warrant Shares), 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 letter 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
paragraph shall apply similarly and equally to each Other Warrant Exercise Agreement. 
 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. The Holder further acknowledges that, as described in a press release issued by the Company, the Company will be releasing its financial results for the first
quarter of 2022 on June 14, 2022 and that the Holder is entering into this agreement without knowledge of the Company’s financial results during this period. 

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. 

  
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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: hv@Imperialpetro.com, attention: Harry N. Vafias, Chief Executive Officer, on or before 9:00 am (New York City time) on June 13, 2022. 

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

 

	
	Sincerely yours,
	
	IMPERIAL PETROLEUM 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:
                                        

 Number of Existing Warrants being exercised contemporaneously with signing this letter:
                     
 Aggregate Exercise Price
of the Existing Warrants being exercised contemporaneously with signing this letter:
$                             

New Warrant Shares:
                             

New Warrant Purchase 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 Statements. The Existing
Warrant Shares are registered for issuance on Registration Statements on Form F-1 (File Nos. 333-263593 and 333-263725) (the
“Registration Statements”) and the Company knows of no reason why such Registration Statements shall not remain effective for the foreseeable future. 

(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. 
 (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 

  
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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 Common Shares 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. 
 (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, 

  
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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. 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 

  
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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 Shares 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 Shares 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)
Common Shares to deliver in satisfaction of a sale by such undersigned of all or any portion of the number of Common Shares, or a sale of a number of Common Shares equal to all or any portion of the number of Common Shares 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 Common Shares 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 Shares 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). 
 (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 

  
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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 Shares. 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 fifteen
(15) Trading Days of the date of this Agreement), the Company shall file a registration statement on Form F-1 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 fifteen (15) Trading 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. 

(k)    Subsequent Equity Sales. From the date hereof until ten (10) Trading 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 Common Shares or Common Share 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 

  
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of (a) Common Shares 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 Common Shares 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 Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder
thereof to acquire at any time Common Shares, 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 Shares. 

  
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 Annex B – Form of New Warrant 

  
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