Form of Modification Agreement, by and between the Company and August 2024 Note Holders (October 18, 2024)

Exhibit 10.1

MODIFICATION

MODIFICATION, dated as of October 18, 2024, by and among LuxUrban Hotels Inc. (the “Company”) and each of the undersigned holders of August 2024 Notes (as defined), representing in the aggregate more than the majority of the principal amount of the August 2024 Notes issued by the Company. Capitalized terms used herein shall have the meanings ascribed to them in the Securities Purchase Agreement, dated as of August 13, 2024 (“August 2024 SPA”) and the August 2024 Notes (as defined below).

WHEREAS, the investors under the August 2024 SPA have been and remain desirous of assisting the Company in its efforts improve its capital position as the Company implements its LuxUrban 2.0 strategies;

WHEREAS, the Company sold convertible notes (the “August 2024 Notes”) and common stock purchase warrants (“August 2024 Warrants”) in August 2024 under the terms of the August 2024 SPA;

WHEREAS, the August 2024 Notes will become convertible and the August 2024 Warrants exercisable into shares of the Company’s common stock upon the occurrence of certain events;

WHEREAS, the per-share conversion price (“Per-Share Conversion Price”) of the August 2024 Notes and per-share exercise price (“Per-Share Exercise Price”) of the August 2024 Warrants were each to be equal to 110% of the average VWAP for the three consecutive trading days immediately following the date the Company filed its Quarterly Report on Form 10-Q for the six months ended June 30, 2024 (“June 30, 2024 10-Q”), not to exceed $0.15 (as may be adjusted from time to time in accordance with this Notes, including as a result of the Reverse Split);

WHEREAS, the Company filed the June 30, 2024 10-Q on September 25, 2024;

WHEREAS, following the filing of the June 30, 2024 10-Q, the Per-Share Conversion Price, and Per-Share Exercise Price was each calculated to be $0.08404;

WHEREAS, certain events constituting potential Events of Default under the terms of the August 2024 Notes, including but not limited to the late filing of the June 30, 204 10-Q and nonpayment under other obligations to other parties by the Company, have occurred; and

WHEREAS, in order to continue to help the Company, the parties hereto desire to cure any Events of Default existing as of the date hereof or which would arise as a result of circumstances existing as of the date hereof in consideration for the agreements set forth herein.

NOW THEREFORE, it is hereby agreed as follows:

“Registration of Shares Underlying the Notes and Note Warrants. The Company agrees to file with the SEC a registration statement on Form S-3 or Form S-1 (or, if Form S-3 or Form S-1 is not available, on another appropriate form) covering the resale of the shares of Common Stock underlying the Notes and Note Warrants (the “Registrable Securities”) as soon as practicable following the completion of the Reverse Split. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective by the SEC as soon as practicable following the filing, subject to SEC comments. The Company shall also use commercially reasonable efforts to ensure that the registration statement remains effective until the earlier of (i) the date on which all Registrable Securities have been sold pursuant to the registration statement or (ii) the date on which all Registrable Securities may be sold without restriction under Rule 144 of the Securities Act. Each Purchaser shall furnish to the Company such information as shall be required to effect the registration of the Registrable Securities. The Company may exclude from the registration statement the Registrable Securities of any holder who fails to furnish such information within a reasonable time after receiving such request.”

“Issuance of Note Warrants. At each Closing, each Purchaser therein shall be issued by the Company cash-exercise common stock purchase warrants in the form of Exhibit D hereto (the “Note Warrants”) entitling such Purchaser to purchase that number of shares of Common Stock at an initial per-share exercise price of $0.060 (subject to adjustment for an future stock splits (including the Reverse Split) and similar customary events). The Note Warrants shall contain customary Nasdaq issuance blockers pending shareholder approval for issuances in excess thereof being obtained and shall be redeemable by the Company for $0.01, as prescribed by the Note Warrants.”

“Conversion Price. The per-share conversion price with respect to the conversion of this Note into Common Stock shall initially be $0.060 (as may be adjusted from time to time in accordance with this Notes, including as a result of the Reverse Split); provided, that in the event the 3-Day VWAP of the Common Stock for the three trading days immediately following the date of either (a) the Reverse Stock Split or the (b) effectiveness of the registration statement to be filed pursuant to Section 4.8 of the August SPA is implemented is lower than the then-current initial split-adjusted Conversion Price, the Conversion Price shall be reset to such 3-Day VWAP; provided, that such revised Conversion Price shall not be less than $0.05 (as adjusted including for the Reverse Stock Split). For example, if a 1-for-70 split is effected, the Conversion Price shall not be adjusted to less than $3.50 as a result of the foregoing 3-Day VWAP adjustment).

“Exchange Act Reports Failure. The Company fails to file with the Securities and Exchange Commission after the date hereof any required reports under Section 13 or 15(d) of the Exchange Act, in all cases subject to available filing extensions as provided under the rules and regulations of the Exchange Act.”

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IN WITNESS WHEREOF, the parties below have signed this Modification and Waiver as of the date first written above:

HOLDER OF AUGUST 2024 NOTES:

Entity on behalf of which above signatory has signed: _____________________________