Exhibit 10.1

    

    

    AMENDMENT NO. 1 TO VOTING AGREEMENT

    

    

    This AMENDMENT NO. 1 VOTING AGREEMENT (this “Amendment No. 1”), made and entered into as of this 2nd day of August, 2022, amends the Voting Agreement (the “Agreement”) made and
      entered into as of the 30th day of March, 2020, by and among Kaspien Holdings Inc. (f/k/a/ Trans World Entertainment Corporation), a New York corporation, and the signatories thereto. Except as specifically discussed in this Amendment No. 1, this
      Amendment No. 1 does not otherwise amend any other provision of the Agreement. This Amendment No. 1 should be read together with the Agreement, which should be ready in its entirety. Capitalized terms used but not otherwise defined in this Amendment
      No. 1 have the meanings ascribed to them in the Agreement.

    

    

    Sections 1.1, 1.2, 1.3 and 2.1 of the Agreement are hereby amended as follows:

    

    

    1.1          Size of the Board. Each Shareholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Shareholder, or over which such Shareholder
        has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at four directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common
        Stock, Series Seed Preferred Stock, by whatever name such securities called, now owned or subsequently acquired by a Shareholder, however acquired, whether through exercise of warrant or option, stock splits, stock dividends, reclassifications,
        recapitalizations, similar events or otherwise.

    

    

    1.2          Board Composition. Each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting
        control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders,
        the following persons shall be elected to the Board:

    

    

    (a)          One
        persons designated by the Family Trust Holders, who initially shall be W. Michael Reickert.

    

    

    (b)          One
        person designated by the Alimco Holders, who initially shall be Jonathan Marcus.

    

    

    (c)          One
        person designated by the Kick-Start Holders, who shall initially be Mr. Simpson.

    

    

    (d)          One
        person unanimously designated by the persons designated pursuant to 1.2(a)-(c) above.

     

      

    
      
        


    

    

    

    For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other
      entity (collectively, a “Person”) shall be deemed an “Affiliate” of
      another Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

    

    

    Notwithstanding anything to the contrary contained in this Section





          1.2, no Shareholder is required by this Agreement to vote to elect a person to the Board who has been convicted of a felony or declared of unsound mind by an order of a court of competent jurisdiction. Each Shareholder also agrees that
      Neil Subin shall be granted Board observer rights, which shall give Mr. Subin the right to attend and observe Board meetings, to receive Board materials, to inspect the Company’s books, records or the minutes of the Board meetings or to attend Board
      committee meetings, but shall not give Mr. Subin the right to vote on any matter voted on by the Board.

    

    

    1.3          Failure to Designate a Board Member. In the absence of any designation
        from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. Notwithstanding anything to the
        contrary contained in this Section 1.3, if the persons designated pursuant to Section 1.2(a)-(c) above cannot unanimously agree to designate, or nominate for election or reelection, a person pursuant to Section 1.2(d) above, a vacancy shall remain
        until such time as such persons can agree on such designee.

    

    

    2.1          Size of Board. Each Shareholder agrees to vote or cause to be voted all Shares owned by such Shareholder, or over which such Shareholder has voting control, from
        time to time and at all times, in whatever manner as shall be necessary to amend the Company’s Articles of Incorporation to ensure that the size of the Board shall be set and remain at four (4) directors.

    

    

    [SIGNATURE PAGE FOLLOWS]

     

    

    
      
        


    

    

    

    IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

    

    

    	 	
            KASPIEN HOLDINGS INC., as Company

          
	 	 	 
	 	
            By:

          	
            /s/ Ed Sapienza

          
	 	 	
            Name:  Ed Sapienza

          
	 	 	
            Title: Chief Financial Officer

          


     

    

    
      
        


    

    

    

    	 	
            THE ROBERT J. HIGGINS TWMC TRUST, as Family Trust and a Family Trust Holder

          
	 	 	 
	 	
            By:

          	/s/ Anne L. Higgins

          
	 	 	
            Name: Anne L. Higgins

          
	 	 	
            Title: Trustee

            

          


     

    

    
      
        


    

    

    

    	 	
            RJHDC, LLC, as RJHDC and, after exercise of all or

            any part of the Warrant, a Family Trust Holder

          
	 	 	 
	 	
            By:

          	/s/ Anne L. Higgins
	 	 	
            Name: Anne L. Higgins

          
	 	 	
            Title: Sole Member / Manager

            

          


    

    

    
      
        


    

    

    

    	 	
            ALIMCO RE LTD.

          
	 	 	 
	 	
            By:

          	
            /s/ Jonathan Marcus

          
	 	 	
            Name:  Jonathan Marcus

          
	 	 	
            Title: CEO

          
	 	 	 
	 	
            AMIL OF OHIO, LLC

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Manager

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            CATHERINE C. MILLER IRREVOCABLE TRUST DTD 3/26/91

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          
	 	 	 
	 	
            CATHERINE C. MILLER TRUST A-2

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Investment Advisor

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            CATHERINE C. MILLER TRUST A-3

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Investment Advisor

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          


     

    

    
      
        


    

    

    

    	 	
            CATHERINE MILLER TRUST C

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Investment Advisor

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            KIMBERLEY S. MILLER GST TRUST DTD 12/17/1992

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          
	 	 	 
	 	
            LIMFAM LLC

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Manager

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            LLOYD I. MILLER TRUST A-1

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Investment Advisor

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            SUSAN F. MILLER TRUST A-4

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          


     

    

    
      
        


    

    

    

    	 	
            MILLER FAMILY EDUCATIONAL AND MEDICAL TRUST

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          
	 	 	 
	 	
            LLOYD I. MILLER, III IRREVOCABLE TRUST DTD 12/31/91

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          
	 	 	 
	 	
            LLOYD I. MILLER, III REVOCABLE TRUST DTD 01/07/97

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Trustee

          
	 	 	 
	 	
            MILFAM I L.P.

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            General Partner

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            MILFAM II L.P.

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            General Partner

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          


     

    

    
      
        


    

    

    

    	 	
            MILFAM III LLC

          
	 	 	 
	 	
            MILFAM LLC

          
	 	
            Manager

          
	 	 	 
	 	
            By:

          	
            /s/Neil S. Subin

          
	 	 	
            Name:  Neil S. Subin

          
	 	 	
            Title: Manager

          
	 	 	 
	 	
            SUSAN F. MILLER

          
	 	 	 
	 	
            By:

          	
            /s/Susan F. Miller

          
	 	 	
            Name:  Susan F. Miller

          
	 	 	
            Title: Individual

          


     

    

    
      
        


    

    

    

    	 	
            KICK-START III, LLC, as Kick-Start III and,
              after exercise of all or any part of the Warrant, a Kick-Start Holder

          
	 	 	 
	 	
            By:

          	
            /s/Tom Simpson

          
	 	 	
            Name:  Tom Simpson

          
	 	 	
            Title: Managing Member

          
	 	 	 
	 	
            KICK-START IV, LLC, as Kick-Start IV and, after
              exercise of all or any part of the Warrant, a Kick-Start Holder

          
	 	 	 
	 	
            By:

          	
            /s/Tom Simpson

          
	 	 	
            Name:  Tom Simpson

          
	 	 	
            Title: Managing Member

          
	 	 	 
	 	
            THOMAS C. SIMPSON, as a Kick-Start Holder

          
	 	 	 
	 	
            By:

          	
            /s/Tom Simpson

          
	 	 	
            Name:  Tom Simpson

          
	 	 	
            Title: Managing Member

          
	 	 	 
	 	
            By:

          	
            /s/Tom Simpson

          
	 	 	
            Name:  Tom Simpson

          
	 	 	
            Title: Managing Member