Exhibit 10.2


 


EXECUTION VERSION


 


AMENDEDMENT


 


TO


 


STANDBY EQUITY PURCHASE AGREEMENT


 


THIS
AMENDMENT AGREEMENT dated as of June 3, 2022 (the “Amendment”) is made by and between YA II PN, LTD.,
a Cayman Islands exempt limited partnership (the “Investor”), and KULR TECHNOLOGY GROUP, INC., a company
incorporated under the laws of the State of Delaware (the “Company”).


 


WHEREAS, the parties
entered into a Standby Equity Purchase Agreement dated May 13, 2022 (the “Agreement”) pursuant to which, the Company
shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the
Company, up to $50 million of the Company’s shares of common stock, par value $0.0001 per share (the “Common Shares”);
and


 


WHEREAS, the parties
wish to amend the Agreement as set forth below.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


		1.	Amendment of Section 3.14.



 


Section 1.14 of the Agreement is
deleted in its entirety and the following language shall replace Section 3.14 of the Agreement:


 


Section 1.14 “Commitment
Amount” shall mean $50,000,000 of Common Shares, provided that, the Company shall not affect any sales under this Agreement
and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that
after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.9% of
the outstanding Common Shares as of the date of this Agreement (the number of shares which may be issued without violating such rules and
regulations is 21,297,484 and shall be referred to as the “Exchange Cap”), provided further that, the Exchange
Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with
the rules of the Principal Market or (b) the Purchase Price of Common Shares, with respect to an Advance, equals or exceeds
a per share price equal to the greater of (i) book value of Common Shares immediately
preceding the delivery of the Advance Notice or (ii) or the market value of the Common Shares (as reflected on Bloomberg, LP) immediately
preceding the delivery of the Advance Notice (in either case in compliance with the NYSE American rules and shall be referred
to herein as the “Minimum Exchange Price”) (the Exchange Cap and the Minimum Exchange Price being collectively referred
to as the “Principal Market Limitation”). The Exchange Cap shall be appropriately adjusted for any stock dividend,
stock split, reverse stock split or similar transaction.


 






     


     


    

 


		2.	Amendment of Exhibit A attached to the Agreement.



 


Exhibit A attached to the Agreement
is deleted in its entirety and replaced with the following Exhibit A attached hereto.


 


		3.	Amendment Exhibit B attached to the Agreement.



 


Exhibit B attached to the Agreement
is deleted in its entirety and replaced with the following Exhibit A attached hereto.


 


		4.	Miscellaneous.



 


		A.	Except as provided hereinabove, all of the terms and conditions contained in the Agreement shall remain
unchanged and in full force and effect.



 


		B.	This Amendment is made pursuant to and in accordance with the terms and conditions of the Agreement.



 


		C.	All capitalized but not defined terms used herein shall have those meanings ascribed to them in the Agreement.



 


		D.	All provisions in the Agreement and any amendments, schedules or exhibits other than the ones attached
hereto in conflict with this Amendment shall be and hereby are changed to conform to this Amendment.



 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


 






    - 2 -


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


 


	 	COMPANY:
	 	KULR Technology Group, Inc.
	 	 
	 	By:	      /s/ Michael Mo
	 	Name: Michael Mo
	 	Title: CEO and Chairman
	 	 



 


	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	 	By:	Yorkville Advisors Global II, LLC
	 	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/ David Gonzalez
	 	 	Name:	David Gonzalez
	 	 	Title:	General Counsel



 






    - 3 -


     


    

 


EXHIBIT A

ADVANCE NOTICE


 


KULR TECHNOLOGY GROUP, INC.


 


Dated: ______________                                                 Advance
Notice Number: ____


 


The undersigned, _______________________,
hereby certifies, with respect to the sale of Common Shares of KULR TECHNOLOGY GROUP, INC. (the “Company”) issuable
in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of May 13,
2022 and amended June 3, 2022 (the “Agreement”), as follows:


 


1.       The
undersigned is the duly elected ______________ of the Company.


 


2.       There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.      The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.       The
amount of the Advance the Company is requesting is _____________________.


 


5.       The
Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance).


 


 6.       The number of Common Shares of the Company outstanding as of the date hereof is ___________.




 


 7.       The book value of the Company’s Common Stock is ________________.




 


 8.       The NYSE American Price of the Common Shares (as reflected on Bloomberg, LP) is __________.




 


 9.       The Minimum Exchange Price with respect to this Advance Notice is _________.




 


 10.      The Exchange Cap is ___________ Common Shares.




 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 


	 	KULR TECHNOLOGY GROUP, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Please deliver this Advance Notice by email to:


Email: Trading@yorkvilleadvisors.com


Attention: Trading Department and Compliance Officer


Confirmation Telephone Number: (201) 985-8300.


 






    


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


 


VIA EMAIL


 


KULR TECHNOLOGY GROUP, INC.


Attn:


Email:


 


	 	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Advance requested in the Advance Notice	 
	2.	The
    Minimum Exchange Price for this Advance	 
	3.	Minimum Acceptable Price for this Advance (if any)	 
	4.	Number of Excluded Days (if any)	 
	5.	Adjusted Advance Amount (after taking into account any adjustments pursuant to Section 2.01):	 
	6.	Market Price	 
	7.	Purchase Price (Market Price x 98%) per share	 
	8.	Number of Shares due to Investor	 
	 	If there were any Excluded Days then add the following (see Section 2.01(d))	 
	9.	Number of Additional Shares to be issued to Investor	 
	10.	Additional amount to be paid to the Company by the Investor (Additional Shares in number 9 x Minimum Acceptable Price)	 
	11.	Total Amount to be paid to Company (Purchase Price in number 7 + Additional amount in number 9):	 
	12.	Total Shares to be issued to Investor (Shares due to Investor in number 8 + Additional Shares in number 9):	 
	 	Total Shares to be issued to Investor (Shares due to Investor in number 8 + Additional Shares in number 9):	 


 






    


     


    

 


Please issue the number of Shares due to the Investor to the account
of the Investor as follows:


 


Investor’s DTC participant
#:


 


ACCOUNT NAME:


ACCOUNT NUMBER:


 


ADDRESS:


CITY:


COUNTRY:


Contact person:


Number and/or email:


 


	 	Sincerely,
	 	 
	 	YA II PN, LTD.


 


Agreed and approved By KULR TECHNOLOGY GROUP, INC.:


 


	 	 
	Name:	 
	Title: