LUXURBAN HOTELS INC.

Exhibit 10.1

LUXURBAN HOTELS INC.

0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000

December 17, 2023

Greenle Partners LLC Series Alpha P.S.

000 X Xxxxxx Xxxxx Xxxx

Saddle River, New Jersey 07458

Greenle Partners LLC Series Beta P.S.

000 X Xxxxxx Xxxxx Xxxx

Saddle River, New Jersey 07458

Gentlemen:

Reference is made to (i) the Securities Purchase Agreement dated as of May 27, 2022 (the “May Agreement”) between LuxUrban Hotels Inc. (formerly known as CorpHousing Group, Inc.), a Delaware corporation (the “Company”), and Greenle Partners LLC Series Alpha P.S., a Delaware limited liability company (“Greenle Alpha”), (ii) the Securities Purchase Agreement dated as of June 30, 2022 and amended by the letter agreement dated July 15, 2022, Addendum to Securities Purchase Agreement dated as of August 15, 2022 and the letter agreement dated September 16, 2022 (as amended, the “June Agreement”) between the Company and Greenle Alpha, (iii) the Securities Purchase Agreement dated as of September 30, 2022 and amended by the letter agreement dated October 20, 2022 (as amended, the “September Agreement” and, together with the May Agreement and the June Agreement, the “Purchase Agreements”) between the Company and Greenle Alpha, (iv) the Loan Agreement dated as of November 23, 2022 (the “Loan Agreement”) among the Company, Greenle Alpha and Greenle Partners LLC Series Beta P.S., a Delaware limited liability company (“Greenle Beta” and, together with Greenle Alpha, “Greenle”), as supplemented or amended by the letter agreement dated February 17, 2023; (v) the letter agreement between Greenle and the Company dated February 13, 2023 pursuant to which, among other matters, certain future Revenue Share payments were converted to the obligation by the Company to issue shares of Common Stock (the “February 2023 Revenue Share Agreement”), (vi) the letter agreement between Greenle and the Company dated April 16, 2023, pursuant to which, among other matters, the Company agreed to register for resale the Common Stock issuable upon the exercise of the Warrants held by Greenle pursuant to the February 2023 Revenue Share Agreement (the “April 2023 Letter Agreement”), (vii) the Revenue Share Exchange Agreement dated May 21, 2023 between the Company and Greenle pursuant to which, among other matters, Greenle agreed to terminate any and all rights to receive cash revenue share payments under the Purchase Agreements, the Loan Agreement and the February 2023 Revenue Share Agreement, except for the share issuances and cash payments required to be made by the Company to Greenle under Sections (i)(a) and (i)(b) of the February 2023 Revenue Share Agreement and the Company agreed to issue up to an aggregate of 6,740,000 shares of Common Stock from time to time upon Greenle’s written direction (the “May 2023 Letter Agreement”); (viii) the letter agreement between the Company and Greenle dated June 19, 2023 pursuant to which among other matters, the parties agreed to restructure the Company’s obligation to issue the remaining shares of Common Stock pursuant to Section (i)(a) of the February 2023 Revenue Share Agreement, such that Greenle would need to provide written direction to the Company to be issued all or a portion of such shares (the “June 2023 Letter Agreement” and together with the February 2023 Revenue Share Agreement and the May 2023 Letter Agreement, the “Revenue Share Agreements”), (ix) the letter agreement between the Company and Greenle dated June 19, 2023 pursuant to which, among other matters, the Company agreed to register for resale the Common Stock issuable upon the exercise of the Warrants held by Greenle pursuant to the April 2023 Letter Agreement (the “Second June 2023 Letter Agreement”), (x) the letter agreement between the Company and Greenle dated August 15, 2023 pursuant to which among other matters, the Company agreed to issue 300,000 shares of Common Stock in lieu of certain cash payments owed to Greenle under Section (i)(b) of the February 2023 Revenue Share Agreement upon Greenle’s written direction (the “August 2023 Letter Agreement”) and (xi) the letter agreement between the Company and Greenle dated November 6, 2023 pursuant to which, among other matters, the Company agreed to issue to Greenle warrants (the “November Warrants”) to purchase an aggregate of 2,000,000 shares of Common Stock, subject to the Offering Condition (as defined in such letter agreement) (the “Registration Rights Amendment and Warrant Letter Agreement” and collectively with the Purchase Agreements, Loan Agreement, Revenue Share Agreements, the April 2023 Letter Agreement, the Second June 2023 Letter Agreement and the August 2023 Letter Agreement, the “Agreements”). Terms used but not defined herein have the respective meanings set forth in the Purchase Agreements.

This letter agreement (this “Agreement”) will confirm our understanding and agreement that, in consideration of the respective agreements of the Company and Greenle set forth herein, the sufficiency of which is hereby acknowledged by such parties, the Company, Greenle Alpha and Greenle Beta acknowledge and agree as follows:

(1)

Cash Exercise of November Warrants. The Agreements are hereby amended, effective as of the date first written above (the “Effective Date”), such that:

On or before December 30, 2023, Greenle shall exercise its right, pursuant to Section 1(a) of the November Warrants, to purchase 500,000 shares of Common Stock for an aggregate exercise price equal to $2,000,000 (the “Initial Aggregate Exercise Price”). Greenle shall pay to the Company, by wire transfer in immediately available funds, the Initial Aggregate Exercise Price on or before December 30, 2023.

On or before January 30, 2024, Greenle shall exercise its right, pursuant to Section 1(a) of the November Warrants, to purchase 500,000 shares of Common Stock for an aggregate exercise price equal to $2,000,000 (the “Remaining Aggregate Exercise Price”) and to pay the Company, by wire transfer in immediately available funds, the Remaining Aggregate Exercise Price on or before January 30, 2024.

Notwithstanding the foregoing, Greenle shall not be required to exercise the November Warrants pursuant to paragraphs (1)a. or (1)b. if (i) it would cause Greenle Alpha or Greenle Beta, as the case may be, to beneficially own (as determined in accordance with the Exchange Act) in excess of 9.9% of the outstanding shares of Common Stock, (ii) the Company shall have furnished to Greenle Alpha or Greenle Beta any material non-public information regarding the Company or any of its Subsidiaries that the Company has not within two (2) trading days disclosed to the public in a filing with the Commission pursuant to the Exchange Act, or (iii) if at any time prior to January 30, 2024, the share of Common Stock underlying the November Warrants are not registered for resale by Greenle pursuant to an effective registration statement under the Securities Act.

(2)

Mandatory Exercise of November Warrants. With respect to the remaining 950,000 shares of Common Stock issuable pursuant to the November Warrants (after giving effect to paragraph (1)a. and (1)b. of this Agreement), at any time after the Effective Date, the Company shall have the right to deliver to Greenle Alpha or Greenle Beta a written direction (a “Mandatory Direction”) to exercise outstanding November Warrants then held by Greenle Alpha or Greenle Beta, as the case may be, and upon receipt by Greenle Alpha or Greenle Beta, as the case may be, of a Mandatory Direction, such holder of November Warrants shall exercise such November Warrants, subject to the following terms and conditions:

The Company may only deliver a Mandatory Direction with respect to an outstanding November Warrant if, (A) the shares of Common Stock underlying such November Warrant are registered for resale by the holder of such November Warrant pursuant to an effective registration statement filed by the Company under the Securities Act, (B) the VWAP of the Common Stock on each of the three trading days immediately preceding the date on which the Mandatory Direction is delivered by the Company to Greenle Alpha or Greenle Beta, as the case may be, is at least equal to the November Warrants Trigger Price (as defined below) for the November Warrants to which the Mandatory Direction relates, (C) the Company shall not have furnished to Greenle Alpha or Greenle Beta any material non-public information regarding the Company or any of its Subsidiaries that the Company has not subsequently disclosed to the public in a filing with the Commission pursuant to the Exchange Act, (D) no Mandatory Direction shall be applicable to the extent compliance with such Mandatory Direction would cause Greenle Alpha or Greenle Beta, as the case may be, to beneficially own (as determined in accordance with the Exchange Act) in excess of 9.9% of the outstanding shares of Common Stock and (E) the Company will not deliver a Mandatory Direction at any time that the Company is in possession of any material non-public information regarding the Company or any of its Subsidiaries (a “Mandatory Direction Blackout”). For purposes of this letter agreement, the term “November Warrants Trigger Price” shall mean $6.00 (subject to adjustment for stock splits, stock dividends and the like). Solely for purposes of clause (E), a Mandatory Direction Blackout will be in effect during the last two weeks of every fiscal quarter until the Company has filed a periodic report under the Exchange Act with respect to such fiscal quarter.

Upon receipt from the Company of any Mandatory Direction, each of Greenle Alpha or Greenle Beta, as the case may be, shall, (A) within two (2) trading days of receipt of such Mandatory Direction, notify the Company if its beneficial ownership of all or a portion of the shares of Common Stock underlying the November Warrants to be exercised would cause such recipient to beneficially own (as determined in accordance with the Exchange Act) in excess of 9.9% of the outstanding shares of Common Stock, in which case the number of underlying shares of Common Stock that are the subject of such Mandatory Direction shall automatically be reduced to the number of shares that, when added to the number of shares beneficially owned by the recipient, would equal 9.9% of the number of outstanding shares of Common Stock, and (B) within five (5) trading days of receipt of such Mandatory Direction, exercise such November Warrant with respect to such number of shares and pay in cash the aggregate exercise price thereof pursuant to the terms of such November Warrant.

(3)

Issuance of Warrants. In exchange for Xxxxxxx’s fulfillment of the conditions set forth in Paragraph (1)a. of this Agreement, the Company shall issue to Greenle Alpha a warrant in substantially the form and on the terms set forth on the form of warrant filed as Exhibit 4.1 on the Company’s Form 8-K/A filed with the Securities and Exchange Commission (“SEC”) on September 1, 2023 to purchase 1,610,000 shares of Common Stock at an exercise price of $5.00 per share and shall issue to Greenle Beta a warrant in substantially the form and on the terms set forth on the form of warrant filed as Exhibit 4.1 on the Company’s Form 8-K/A filed with the SEC on September 1, 2023 to purchase 390,000 shares of Common Stock at an exercise price of $5.00 per share (collectively, the “December Warrants”).

(4)

Mandatory Exercise of December Warrants. At any time after the Effective Date the Company shall have the right to deliver to Greenle Alpha or Greenle Beta a Mandatory Direction to exercise outstanding December Warrants then held by Greenle Alpha or Greenle Beta, as the case may be, and upon receipt by Greenle Alpha or Greenle Beta, as the case may be, of a Mandatory Direction, such holder of December Warrants shall exercise such December Warrants, subject to the following terms and conditions:

The Company may only deliver a Mandatory Direction with respect to an outstanding December Warrant if, (A) the shares of Common Stock underlying such December Warrant are registered for resale by the holder of such December Warrant pursuant to an effective registration statement filed by the Company under the Securities Act, (B) the VWAP of the Common Stock on each of the three trading days immediately preceding the date on which the Mandatory Direction is delivered by the Company to Greenle Alpha or Greenle Beta, as the case may be, is at least equal to the December Warrants Trigger Price (as defined below) for the December Warrants to which the Mandatory Direction relates, (C) the Company shall not have furnished to Greenle Alpha or Greenle Beta any material non-public information regarding the Company or any of its Subsidiaries that the Company has not subsequently disclosed to the public in a filing with the Commission pursuant to the Exchange Act, (D) no Mandatory Direction shall be applicable to the extent compliance with such Mandatory Direction would cause Greenle Alpha or Greenle Beta, as the case may be, to beneficially own (as determined in accordance with the Exchange Act) in excess of 9.9% of the outstanding shares of Common Stock and (E) the Company will not deliver a Mandatory Direction during any Mandatory Direction Blackout, as such term is defined in Section (2)a. of this Agreement. For purposes of this letter agreement, the term “December Warrants Trigger Price” shall mean $7.50 (subject to adjustment for stock splits, stock dividends and the like).

Upon receipt from the Company of any Mandatory Direction, each of Greenle Alpha or Greenle Beta, as the case may be, shall, (A) within two (2) trading days of receipt of such Mandatory Direction, notify the Company if its beneficial ownership of all or a portion of the shares of Common Stock underlying the December Warrants to be exercised would cause such recipient to beneficially own (as determined in accordance with the Exchange Act) in excess of 9.9% of the outstanding shares of Common Stock, in which case the number of underlying shares of Common Stock that are the subject of such Mandatory Direction shall automatically be reduced to the number of shares that, when added to the number of shares beneficially owned by the recipient, would equal 9.9% of the number of outstanding shares of Common Stock, and (B) within five (5) trading days of receipt of such Mandatory Direction, exercise such December Warrant with respect to such number of shares and pay in cash the aggregate exercise price thereof pursuant to the terms of such December Warrant.

(5)

Registration of Resale of Applicable Shares. Greenle acknowledges that the shares of Common Stock issuable upon the exercise of the December Warrants to be issued under the terms of this Agreement (the “Applicable Shares”) will initially be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and will have a restrictive legend as contemplated for the shares of Common Stock issued or to be issued upon exercise of the December Warrants issued pursuant to this Agreement. The Company hereby agrees to register the resale by Xxxxxxx of the Applicable Shares under the Securities Act within 180 days of the date hereof. If the Company fails to register the resale by Greenle of the Applicable Shares under the Securities Act within 180 days of the date hereof, the Company shall pay to Greenle $1,000 per day, until such time as the Company fulfills its obligation to register the resale by Greenle of the Applicable Shares under the Securities Act.

(6)

Failure to Issue Warrants or Applicable Shares. If the Company fails to issue and deliver to Xxxxxxx’s broker (a) the December Warrants, (b) the Applicable Shares or (c) shares of Common Stock issuable to Greenle pursuant to the terms of the Revenue Share Agreements within four (4) business days of: (i) in the case of the December Warrants, the date upon which Greenle fulfills its obligations pursuant to paragraph (1)a. hereof, (ii) in the case of the Applicable Shares, the date upon which Greenle delivers a notice to exercise the December Warrants or (iii) in the case of the Common Stock issuable pursuant to the terms of the Revenue Share Agreements, the date Greenle delivers the Agreement Shares Issuance Notice (subject to satisfaction and fulfilment of the terms and conditions stated in the Revenue Share Agreements), as applicable, then Company shall pay to Greenle $1,000 per day for its failure to issue such Warrants, Applicable Shares or shares of Common Stock, as applicable, until such time as the Company has issued such Warrants, Applicable Shares or shares of Common Stock.

(7)

Delivery of Material Nonpublic Information. Following the Effective Date, the Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees, affiliates and agents, not to, provide Greenle Alpha or Greenle Beta with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Person. If following the the Effective Date Greenle Alpha or Greenle Beta has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the Agreements, Greenle Alpha or Greenle Beta, as the case may be, shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents. Neither Greenle Alpha or Greenle Beta shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for any such disclosure. To the extent that, following the Effective Date, the Company delivers any material, nonpublic information to Greenle Alpha or Greenle Beta without such Person’s consent, the Company hereby covenants and agrees that such Person shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not to trade on the basis of, such material, nonpublic information.

If the foregoing accurately sets forth our understanding and agreement as to the matters set forth above, please acknowledge your agreement by signing below and returning to us a countersigned copy of this Agreement.

	LuxUrban Hotels Inc.

	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Chairman and Co-CEO

	Greenle Partners LLC Series Alpha P.S.

	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Manager

	Greenle Partners LLC Series Beta P.S.

	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Manager

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LUXURBAN HOTELS INC.

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