Exhibit 4.2


 


Execution
Version


 


Tellurian
Inc.


 


Amended
and Restated

Warrant To Purchase Common Stock


 


Number of Shares of Common Stock: 4,181,230 


Date of Issuance: September 21, 2020 (the “Issuance
Date”)


 


Tellurian Inc., a corporation
organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Nineteen77 Capital Solutions A LP, the holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms, conditions and adjustments set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after October 29, 2020
(the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below) (the “Exercise Period”), four million one hundred eighty-one thousand two hundred thirty (4,181,230)
duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as defined below), subject to adjustment
as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this
 “Warrant”), shall have the meanings set forth in Section 19. The Company and the Holder each acknowledges
and agrees that this Warrant amends and restates in its entirety and replaces that certain Warrant to Purchase Common Stock that
was issued by the Company to the Holder on April 29, 2020, which is deemed cancelled as of the date hereof.


 






     

     


    

 


1.             EXERCISE
OF WARRANT.


 


(a)            Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any Business Day during the Exercise Period in minimum increments of 25,000 Warrant
Shares, by delivery (whether via electronic mail or otherwise in accordance with Section 8) of a duly completed and executed
written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant. Within two (2) Trading Days following the delivery of the Exercise Notice, the Holder shall
make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number
of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire
transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company
that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be
required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion
guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery
of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall
not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On
or before the first (1st) Trading Day following the date on which the Holder has delivered the applicable Exercise Notice,
the Company shall transmit by electronic mail a duly executed and completed acknowledgment of confirmation of receipt of the Exercise
Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent (the “Transfer
Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable)
on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then
on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard
Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder
does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st)
Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st)
Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered
(such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a) (the
 “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit
such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent
is not participating in FAST, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with
respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery
of the Aggregate Exercise Price (or notice of Cashless Exercise, as applicable), the Holder shall be deemed for all corporate purposes
to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised
on the date of such delivery, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the
date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered
to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense,
issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to
purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant
Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather, the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall
pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses
of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant;
provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect
to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such
issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any
such tax, or has established to the satisfaction of the Company that such tax has been paid. The Company’s obligations to
issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof
(except for consents and waivers provided pursuant to Section 9), the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall
not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate Exercise
Price (or notice of a Cashless Exercise, if applicable) with respect to such exercise. Notwithstanding anything to the contrary
herein, in the event any portion of the outstanding principal amount of the Loans (as defined in the Credit and Guaranty Agreement)
is repaid in cash during the period beginning on the Issuance Date and ending on the day prior to the Initial Exercisability Date,
the total number of Warrant Shares for which this Warrant may be exercised shall equal the sum of (i) 2,337,177 (“Tranche
1”), plus (ii) 1,844,053 (as may be adjusted pursuant to the following sentence) (“Tranche 2”). 
Tranche 2 shall be reduced (but not below zero) to an amount equal to (i) Tranche 2, minus an amount equal to (ii) (A) Tranche
2, multiplied by (B) (x) one, minus (y) a number that is the lesser of: (i) a fraction (1) the
numerator of which is: (I) $40,900,000; minus (II) as of the day immediately prior to the Initial Exercisability Date,
the principal amount of the Loans (as defined in the Credit and Guaranty Agreement) that have been repaid in cash after the Issuance
Date, and (2) the denominator of which is $37,900,000 and (ii) 1.00.


 






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(b)            Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.542 per share, subject to adjustment as provided
herein.


 


(c)            Company’s
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior
to the applicable Share Delivery Date, if (x) the Transfer Agent is not participating in FAST, to issue to the Holder a certificate
for the number of shares of Common Stock to which the Holder is entitled and register such Common Stock on the Company’s
share register or (y) the Transfer Agent is participating in FAST, to credit the Holder’s balance account with DTC such
number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant or (II) a
registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise
Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares
and (x) the Company fails to promptly, but in no event later than two (2) Business Days after such registration statement
becomes unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder’s or its
designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately
foregoing clause (II) is hereinafter referred as a “Notice Failure” (provided that no Notice Failure shall
be deemed to have occurred if the Exercise Notice Warrant Shares are freely tradeable upon issuance to the Holder notwithstanding
the unavailability of a registration statement and such shares do not bear any restrictive legend) and together with the event
described in clause (I) above, an “Exercise Failure”), then, in addition to all other remedies available
to the Holder, if on or prior to the applicable Share Delivery Date either (I) (x) if the Transfer Agent is not participating
in FAST and the Company shall have failed to issue and deliver a certificate to the Holder and register such shares of Common Stock
on the Company’s share register or, (y) if the Transfer Agent is participating in FAST and the Company shall have failed
to credit the Holder’s balance account with DTC the number of shares of Common Stock to which the Holder is entitled upon
the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, or (II) if
a Notice Failure occurs, and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares issuable hereunder pursuant to such exercise and which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall, within five (5) Trading Days after the Holder’s
request, (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common
Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise
of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver shares of Common Stock upon exercise of this Warrant as required pursuant to the terms
hereof. The Company’s current transfer agent participates in FAST. In the event that the Company changes transfer agents
while this Warrant is outstanding, the Company shall use commercially reasonable efforts to select a transfer agent that participates
in FAST. While this Warrant is outstanding, the Company shall request its transfer agent to participate in FAST with respect to
this Warrant. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares
upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind
such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that
has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise
Notice is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted
an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already
delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of
notice to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may
be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an
Exercise Notice shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such
notice pursuant to this Section 1(c) or otherwise, and/or (y) subject to the provisions of Section 1(d), switch
some or all of such Exercise Notice from a cash exercise to a Cashless Exercise. In addition to the foregoing, but subject in each
instance to the limitations set forth in Section 1(i) below, if the Company fails for any reason to deliver to the Holder
the Warrant Shares subject to an Exercise Notice by the third Trading Day following the Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 






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(d)            Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale
of the applicable Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice
Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part (in increments of 25,000
Warrant Shares in the case of a partial exercise of this Warrant) and, in lieu of making the cash payment otherwise contemplated
to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise
the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x B) - (A
x C) 


B


 


For purposes of the foregoing
formula:


 


A= the
total number of shares with respect to which this Warrant is then being exercised.


 


B= as
applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a
day that is not a Trading Day, (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day
prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under
the federal securities laws) on such Trading Day, or (3) both executed and delivered pursuant to Section 1(a) hereof
during “regular trading hours” on a Trading Day, or (ii) the Closing Sale Price of the Common Stock on the date
of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed
and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading
Day.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 






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The Company agrees not
to take any position contrary to this Section 1(d).  Without limiting the
rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated
pursuant to Sections 1(c) and 4(b), in no event will the Company be required to net cash settle a Warrant exercise. Any Cashless
Exercise of this Warrant shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder by an
amount equal to the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms
of this Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise and not the number of Warrant
Shares actually received by the Holder.


 


(e)            Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 11.


 


(f)             Beneficial
Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in
excess of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after
giving effect to such exercise. For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports
on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case
may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).
If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares
of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase
is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return
to the Holder the Aggregate Exercise Price (or applicable portion thereof) paid by the Holder for the Reduction Shares. For any
reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm
orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding
Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in
the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage
of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of
shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the
Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and
the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Aggregate Exercise Price (or applicable
portion thereof) paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from
time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice;
provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and
the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes
of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of
the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to
the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the
intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply
to a successor holder of this Warrant. The Holder hereby acknowledges and agrees that the Company shall be entitled to rely on
the representations and other information set forth in any Exercise Notice and shall not be required to independently verify whether
any exercise of this Warrant would cause the Holder (together with the other Attribution Parties) to collectively beneficially
own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to such exercise
or otherwise trigger the provisions of this Section 1(f).


 






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(g)            Required
Reserve Amount.  So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance
under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as
shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding
(without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no
time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection
with any exercise of Warrants or such other event covered by Section 2(c) below.  The Required Reserve Amount (including,
without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants
based on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date
(without regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder
shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of
such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to
hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock
issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise).


 


(h)            Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company’s
authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this
Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the
occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized
shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and
shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares
of Common Stock and the management of the Company shall recommend to the board of directors that it recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, with respect to any such Authorized Share Failure, if the Company
is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve
the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent
and submitting for filing with the SEC an Information Statement on Schedule 14C. In addition to the foregoing, in the event of
any Authorized Share Failure that results in the failure of the Company to deliver any shares of Common Stock that would have otherwise
been deliverable pursuant to an Exercise Notice (such shares the “Authorized Shares Failure Shares”), (1) the
Company will promptly pay to the Holder, as liquidated damages and not as a penalty, cash in an amount equal (i) to the product
of (x) the number of such Authorized Shares Failure Shares; and (y) the Daily VWAP per share of Common Stock on the date
the Holder delivered the applicable Exercise Notice hereunder (or, if such date is not a VWAP Trading Day, the immediately preceding
VWAP Trading Day), minus (ii) if such exercise is not a cashless exercise the Aggregate Exercise Price applicable to
such Authorized Shares Failure Shares, to the extent not previously paid; and (2) to the extent the Holder purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Authorized
Shares Failure Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase
price of such purchases over (B) an amount equal to (i) the product of (I) the number of such Authorized Shares
Failure Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on the date the Holder delivered
the applicable Exercise Notice hereunder (or, if such date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day),
minus (ii) if such exercise is not a cashless exercise, the Aggregate Exercise Price applicable to such Authorized
Shares Failure Shares, to the extent not previously paid.


 






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(i)             Liquidated
Damages Limitations. Notwithstanding anything to the contrary herein, (i) with respect to any particular Exercise Notice,
the Holder shall not be entitled to recover any liquidated damages from the Company under Section 1(c) above in connection
with any failure to deliver any Exercise Notice Warrant Shares to the Holder subject to such Exercise Notice until the aggregate
liquidated damages for which the Company would otherwise be liable in respect of all failures to deliver Exercise Notice Warrant
Shares hereunder (in the absence of this limitation) exceeds $25,000 (the “LD Threshold”), after which
the Holder shall be paid the aggregate amount of all such liquidated damages in respect of all such failures to deliver Exercise
Notice Warrant Shares hereunder from the first dollar thereof (including the amount of the LD Threshold), and (ii) the maximum
aggregate liquidated damages (cumulatively, inclusive of any and all liquidated damages under Section 1(c)) for which the
Company will be liable will in no event exceed the LD Cap.


 


(j)             Taxes.
For income tax purposes, the Holder agrees that the Company may withhold from any amounts payable to the Holder or its permitted
assignee or permitted transferee any taxes to be withheld from such amounts; provided that the Company shall reasonably
cooperate with the Holder to reduce or eliminate the amounts required to be withheld.


 


2.             ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a)            Intentionally
omitted.


 


(b)            Voluntary
Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then-current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c)            Adjustment
Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 






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3.            RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Issuance
Date and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin-off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 


4.             PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)            Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Issuance Date and on
or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the
Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance
or sale of such Purchase Rights (provided, however, that to the extent that the Holder's right to participate in
any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the
Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such
extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in
the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to
be held similarly in abeyance) to the same extent as if there had been no such limitation.


 






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(b)            Fundamental
Transaction.In the event that the Company enters into
a Fundamental Transaction, the Company shall deliver or cause to be delivered to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction) (the “Successor Entity Security”). Upon the consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental Transaction,
the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of
each Fundamental Transaction, the Successor Entity to deliver to the Holder confirmation that there shall be issued upon exercise
of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock
(or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which
shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction,
such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity) that the Holder would have
been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately
prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted
in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof,
the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to
permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate
Event”), the Company shall make appropriate provision to provide the Holder with the right to receive upon an exercise
of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date,
in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable
under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including
warrants or other purchase or subscription rights) (collectively, the “Corporate Event Consideration”) that
the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been
exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant). The provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the
Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events. Notwithstanding the foregoing, in the event of a Change of Control, at the request of the Holder delivered
before the 30th day after public disclosure of the consummation of such Change of Control by the Company pursuant to
a Current Report on Form 8-K filed with the SEC, the Company (or the Successor Entity) shall purchase this Warrant from the
Holder by paying to the Holder, within ten (10) Business Days after such request (or, if later, on the effective date of the
Change of Control), an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the effective
date of such Change of Control, payable in cash; provided, however, that, if the Change of Control is not within
the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from
the Company or any Successor Entity, as of the date of consummation of such Change of Control, the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and
paid to the holders of Common Stock of the Company in connection with the Change of Control, whether that consideration be in the
form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among
alternative forms of consideration in connection with the Change of Control; provided, further, that if holder of
Common Stock are not offered or paid any consideration in such Change of Control, such holders of Common Stock will be deemed to
have received common stock of the Successor Entity (which entity may be the Company following such Change of Control) in such Change
of Control.


 






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5.             NONCIRCUMVENTION.
The Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets,
consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all of the provisions of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of
the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 


6.             WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same
notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to
the stockholders.


 






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7.             REISSUANCE
OF WARRANTS.


 


(a)            Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, together with funds
sufficient to pay any transfer taxes in connection with the making of such transfer, whereupon such compliance the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), representing the
right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred. The Company shall not be obligated to pay any tax which
may be payable with respect to any transfer (or deemed transfer) arising in connection with the registration of any certificates
for Warrant Shares or Warrants in the name of any Person other than the Holder.


 


(b)            Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation, upon surrender
and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d))
representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)            Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender.


 


(d)            Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the
right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.


 






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8.             NOTICES.
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise
provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States,
by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by electronic
mail or (b) from outside the United States, by International Federal Express, or by electronic mail, and (ii) will be
deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so
mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if
delivered by International Federal Express, two (2) Business Days after so mailed and (D) at the time of transmission,
if delivered by electronic mail to each of the email addresses specified in this Section 8 prior to 5:00 p.m. (New York
time) on a Trading Day, and (E) the next Trading Day after the date of transmission, if delivered by electronic mail to each
of the email addresses specified in this Section 8 on a day that is not a Trading Day or later than 5:00 p.m. (New York
time) on any Trading Day, and will be delivered and addressed as follows:


 


		(i)	if to the Company, to:



Tellurian Inc.

1201 Louisiana Street


Suite 3100 


Houston, TX 77002

Attention: Legal 


Email: legal.notices@tellurianinc.com


 


 (ii)   if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company (provided that, with respect to the Holder, such notice may only be delivered via electronic mail or facsimile),




 


With copies (for informational
purposes only) to:


 


Latham & Watkins LLP 


885 Third Avenue 


New York, NY 10022 


Attention: Matthew Henegar 


Telephone No.: 212-906-1814 


Email: matthew.henegar@lw.com


 


Latham & Watkins LLP 


885 Third Avenue 


New York, NY 10022 


Attention: David E. Owen 


Telephone No.: 212-906-4503 


Email: david.owen@lw.com


 






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The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Warrant (other than issuances of shares of Common Stock upon exercise
of this Warrant in accordance with the terms hereof), including in reasonable detail a description of such action and the reason
therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment,
(ii) at least fifteen (15) days prior to the date on which the Company closes its books or the applicable record date (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales
of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property made pro rata to holders
of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation and (iii) ten (10) Business Days (or such shorter period as is reasonably practicable under the circumstances
if the Company does not have 10 Business Days’ prior notice) prior to the consummation of any Fundamental Transaction; provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder, but only to the extent the information in such notice constitutes material non-public information regarding the
Company or any of its subsidiaries.


 


9.             AMENDMENT
AND WAIVER. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement
in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed
as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar
or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any
rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.


 


10.           GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that such party is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address set forth with respect to such party in Section 8 above or such other
address as such party subsequently delivers to the other party and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude a party hereto from bringing suit
or taking other legal action against the other party hereto in any other jurisdiction to collect on its obligations or to enforce
a judgment or other court ruling in favor of such party. If either party shall commence an action, suit or proceeding to enforce
any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party
for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 






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11.          DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via electronic mail within two (2) Business
Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three
(3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company
shall, within two (2) Business Days submit via electronic mail (a) the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company
and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or
calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.


 


12.          REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the rights of the Holder or the Company
to pursue actual damages for any failure by the other party to comply with the terms of this Warrant. Each of the Company and the
Holder acknowledges that a breach by such party of its obligations hereunder will cause irreparable harm to the other party and
that the remedy at law for any such breach may be inadequate. The Company and the Holder therefore agree that, in the event of
any such breach or threatened breach, the other party shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


13.          TRANSFER.          This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company
in accordance with Section 7(a).


 


14.          SEVERABILITY;
CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with
a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person
as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.


 






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15.          DISCLOSURE.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms
of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material,
non-public information relating to the Company or any of its subsidiaries, the Company shall contemporaneously with any such notice
delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the
event that the Company believes that a notice contains material, non-public information relating to the Company or any of its subsidiaries,
the Company so shall indicate to the Holder in writing contemporaneously with the delivery of such notice (or promptly following
receipt of such notice from the Holder, as applicable), and in the absence of any such written indication, the Holder shall be
allowed to presume that all matters relating to such notice do not constitute material, non-public information relating to the
Company or any of its subsidiaries.


 


16.          ENTIRE
AGREEMENT. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with
respect to such subject matter.


 


17.          ABSENCE
OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of
the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by
the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written
non-disclosure agreement signed by the Holder that explicitly provides for such confidentiality and trading restrictions. In the
absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any
securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity,
and may disclose any such information to any third party.


 


18.          COUNTERPARTS.
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 






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19.          CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control
of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a
Person 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 exercise of voting power, by contract or otherwise.


 


(e)          “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would
or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the
1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to
the Maximum Percentage.


 


(f)          “Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first public announcement of the applicable Change of
Control, or, if the Change of Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Warrant as of such date of request, (ii) an expected volatility equal to 100%, (iii) the underlying price per
share used in such calculation shall be the highest Weighted Average Price during the five (5) Trading Days immediately prior
to the consummation of such Change of Control, (iv) a remaining option time equal to the time between the date of the public
announcement of the applicable Change of Control and the Expiration Date, and (v) a zero cost of borrow.


 


(g)          “Bloomberg”
means Bloomberg Financial Markets.


 


(h)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(i)          “Capital
Stock” of any Person means any and all shares of, warrants or options or similar securities that provide a right to purchase
or acquire, the equity of such Person, but excluding any debt securities convertible into such equity.


 


(j)          “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a migratory
merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger in connection
with a bona fide acquisition by the Company of any Person or a merger of equals in which (x) the gross consideration paid,
directly or indirectly, by the Company in such acquisition is not greater than 50% of the Company’s market capitalization
as calculated on the date of the announcement of such merger and (y) such merger does not contemplate a change to the identity
of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction or series
of transaction that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common stock,
as applicable, registered under the 1934 Act and listed on an Eligible Market shall be deemed a Change of Control.


 






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(k)            “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or on the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


(l)            “Common
Stock” means (i) the Company’s Common Stock, par value $0.01 per share, and (ii) any Capital Stock into
which such Common Stock shall have been changed or any Capital Stock resulting from a reclassification of such Common Stock.


 


(m)            “Convertible
Securities” means any capital stock or other security of the Company or any of its subsidiaries (other than Options)
that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which
otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation,
shares of Common Stock) or any of its subsidiaries.


 






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(n)            “Credit
and Guaranty Agreement” means that certain Credit and Guaranty Agreement dated as of May 23, 2019, by and among
Driftwood Holdings LP (converted from Driftwood Holdings LLC), as borrower, the guarantors party thereto, the lenders from time
to time party thereto, and Wilmington Trust, N.A. as administrative agent and collateral agent for the lenders, as amended, restated,
supplemented or otherwise modified from time to time.


 


(o)            “Daily
VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under
the heading “Bloomberg VWAP” on Bloomberg page “TELL <EQUITY> VAP” (or, if such page is
not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the
market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by
a nationally recognized independent investment banking firm selected by the Company). The Daily VWAP will be determined without
regard to after-hours trading or any other trading outside of the regular trading session.


 


(p)            “Eligible
Market” means The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market
or The New York Stock Exchange, Inc.


 


(q)            “Expiration
Date” means the date that is sixty (60) months after the Initial Exercisability Date or, if such date falls on a day
other than a Business Day or on which trading does not take place on the Principal Market, the next day on which such trading occurs.


 


(r)            “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company and its subsidiaries (taken as a whole) to one or more Subject Entities, or (iii) make,
or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Common Stock be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at
least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making
or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such
that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or
exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of
the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby
all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of
Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held
by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement
or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities
become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding
shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (B) that the Company
shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow
any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares
of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock not held by all such Subject Entities as of the Issuance Date calculated as if any shares of Common Stock held by all such
Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and
outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect
a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock
without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured
in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct
this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument
or transaction. Notwithstanding the foregoing, the term “Fundamental Transaction” shall not include transactions consisting
solely of issuances of equity interests in Driftwood Holdings LP (f/k/a Driftwood Holdings LLC), a Delaware limited partnership,
or any successor entity thereto, or any related reorganizations or contributions of assets comprising the Driftwood LNG terminal,
in connection with the financing of the construction of the Driftwood LNG terminal pursuant to a final investment decision in respect
thereof.


 






    - 18 -


     


    

 


(s)            “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(t)            [Reserved]


 


(u)            “LD
Cap” means an amount equal to (a) $1,000,000, multiplied by (b) a fraction (i) the numerator
of which is the initial total number of Warrant Shares in respect of which this Warrant may be exercised as of the Issuance Date,
and (ii) the denominator of which is 4,181,230, in each case, as proportionately adjusted in accordance with the provisions
of Section 2 hereof.


 






    - 19 -


     


    

 


(v)            “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(w)            “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity
designated by the Holder or in the absence of such designation, such Person or entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction.


 


(x)            “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(y)            “Principal
Market” means The Nasdaq Capital Market.


 


(z)            “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(aa)         “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the
Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(bb)         “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded.


 


(cc)         “Transaction
Documents” means any agreement entered into by and between the Company and the Holder in connection with or pursuant
to this Warrant.


 


(dd)         “VWAP
Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional
securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or
regional securities exchange, the principal other market on which the Common Stock is then traded, to open for trading during its
regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate,
of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant
exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such
suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.


 


(ee)         “VWAP
Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; provided that the Holder, by notice
to the Company, may waive any such VWAP Market Disruption Event; and (B) trading in the Common Stock generally occurs on the
principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not
then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then
traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.


 






    - 20 -


     


    

 


(ff)         “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 






    - 21 -


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Amended and Restated Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set
out above.


 


	 	Tellurian Inc. 
	 	 	 
	 	 	 
	 	By:	/s/ Kian Granmayeh
	 	Name:  	Kian Granmayeh
	 	Title:  	Chief Financial Officer



 





[Signature page to Amended Warrant]


 








     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE HOLDER TO EXERCISE
THIS 


WARRANT TO PURCHASE COMMON STOCK


 


Tellurian
Inc.


 


The undersigned holder
hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”) of Tellurian
Inc., a corporation organized under the laws of Delaware (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


		____________	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or



 


		____________	a “Cashless Exercise” with respect to _______________ Warrant Shares.



 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


4. Maximum Percentage
Representation. Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation
by the Holder that, after giving effect to the exercise provided for in this Exercise Notice, the Holder (together with the other
Attribution Parties) will not have beneficial ownership of a number of shares of Common Stock in excess of the Maximum Percentage
of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 1(f) of
the Warrant and utilizing a Reported Outstanding Share Number (as provided or reported by the Company, as applicable) equal to
______________.


 


Date: _______________ __, ______


 


	 	 
	Name of Holder	 
	 	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 






     


     


    

 





ACKNOWLEDGMENT


 


 


The Company hereby
acknowledges this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of Common Stock
on or prior to the applicable Share Delivery Date.


 


	 	TELLURIAN INC.
	 	 
	 	 
	 	By:	                    
	 	Name:	 
	 	Title: