Exhibit 10.1


 


FIRST
AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


This
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is dated and effective as of the March 4,
2022 (the “Amendment Effective Date”), by and between Indonesia Energy Corporation Limited, a Cayman
Islands exempted company (the “Company”) and L1 Capital Global Opportunities Master Fund, Ltd., a Cayman
Islands limited company, or registered assigns (the “Holder”).


 


RECITALS


 


WHEREAS,
the Company and the Holder entered into and executed that certain Securities Purchase Agreement, dated as of January 21, 2022 (such
Securities Purchase Agreement, together with all renewals, extensions, future advances, further amendments, modifications, substitutions,
or replacements thereof, collectively referred to as the “Purchase Agreement”); and


 


WHEREAS,
pursuant to the Purchase Agreement, the Company executed and delivered to Holder a Senior Convertible Promissory Note, dated as of
January 21, 2022, in an aggregate principal amount of up to Seven Million and No/100 Dollars ($7,000,000) (the “Original
Note”); and


 


WHEREAS,
in connection with the Purchase Agreement and the Original Note the Company and its Subsidiaries executed and delivered to Holder
various ancillary documents referred to in the Purchase Agreement (the “Transaction Documents”); and


 


WHEREAS,
the Company desires and has requested, and Holder is amenable to amending and restating the Original Note, by accepting in replacement
thereof that certain Amended and Restated Senior Convertible Note, dated as of the date hereof, in an aggregate principal amount of up
to Ten Million and No/100 Dollars ($10,000,000), in the form attached hereto as Exhibit A (the “Replacement Note”)
provided that the Company shall have executed this Amendment.


 


NOW,
THEREFORE, pursuant to Section 11.9 of the Purchase Agreement, and in consideration of the premises and the mutual covenants of the
parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, each intending to be legally bound, agree to amend the Purchase Agreement and the Original Note as follows:


 


1.
Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference
as operative provisions of this Amendment. Without limiting the generality of the foregoing, as of the Amendment Effective Date, the
Original Note shall be replaced in its entirety by the Replacement Note.


 


2.
Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Purchase Agreement
or the Replacement Note, except as otherwise specifically set forth herein. For the avoidance of doubt, it is acknowledged that the Holder
was the only Investor party to the Purchase Agreement, and therefore references herein to “Investor” and “Requisite
Holders” shall mean the Holder.


 


3.
Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and
provisions of the Purchase Agreement, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict
or ambiguity.


 




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4.
Amendments to Purchase Agreement.


 


	 	(a)	Section
    1 of the Purchase Agreement is hereby amended by deleting the definition of “Conversion Shares” and replacing the same
    with the following:
	 	 	 
	 	 	“Conversion
    Shares” means the Ordinary Shares issuable upon the full or any partial conversion of the Note (it being agreed, however,
    that for purposes of the Investor’s registration rights only as provided for herein, the term Conversion Shares shall assume
    conversion or repayment of the Notes in Ordinary Shares at the Floor Price)”.
	 	 	 
	 	(b)	Section
    1 of the Purchase Agreement is hereby amended by deleting the definition of “Funding Amount” and replacing such definition
    with the following:
	 	 	 
	 	 	“Funding
    Amount” shall mean, in respect of any Investor, the amount funded by such Investor in respect of its Note, and in the aggregate
    an amount equal to no greater than Nine Million Four Hundred Thousand Dollars ($9,400,000).
	 	 	 
	 	(c)	Section
    2.1 of the Purchase Agreement is amended to add the following sentence at the end of such Section:
	 	 	 
	 	 	“For
    the avoidance of doubt, the definition of “Note” and “Notes” shall include any promissory note
    or other instrument issued in replacement of a Note and accepted by the Holder in its sole discretion.”
	 	 	 
	 	(d)	Section
    5.10 of the Purchase Agreement is hereby amended to add the following sentence at the end of such Section:
	 	 	 
	 	 	        “The
    Company hereby covenants and agrees not to issue or sell any Ordinary Shares and/or Ordinary Share Equivalents (including the issuance
    or sale of Ordinary Shares owned or held by or for the account of the Company), without the prior written consent of the Requisite
    Holders during the period beginning on March 2, 2022 and ending at end of trading on the day that is seven (7) Trading Days following
    the effective date of the initial Registration Statement required to be filed pursuant to Section 9.1(a) hereof (the “Initial
    Registration Statement” and such negative covenant, the “Registration Company Lock-Up); provided, however,
    that the Registration Company Lock-Up shall not (i) be applicable or binding should the Company desire to issue or sell Ordinary
    Shares and/or Ordinary Share Equivalents during such period of the Registration Company Lock-Up in the event that the then current
    market price of the Ordinary Shares is in excess of $9.00 per share and the average trading volume of the Ordinary Shares is in excess
    of 500,000 Ordinary Shares per day for the five (5) Trading Days prior to the proposed date of issuance and (ii) be applicable to
    any issuance of Exempted Securities.”
	 	 	 
	 	(e)	The
    first sentence of Section 9.1(a) of the Purchase Agreement is hereby deleted and replaced with the following sentence”
	 	 	 
	 	 	        “Promptly,
    but in any event no later than March 9, 2022, the Company shall prepare and file with the SEC a Registration Statement covering the
    resale of all of the Investor Shares.”


 




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5.
Representations and Warranties. The Company hereby confirms and affirms that all representations and warranties made by the Company
under the Purchase Agreement and all other Transaction Documents are true, correct and complete in all material respects as of the date
of the Purchase Agreement, and hereby confirms and affirms that all such representations and warranties remain true, correct and complete
in all material respects as of the date of this Amendment, and by this reference, the Company does hereby re-make each and every one
of such representations and warranties herein as of the date of this Amendment, as if each and every one of such representations and
warranties was set forth and re-made in its entirety in this Amendment by the Company, as same may be qualified by revised disclosure
schedules attached to this Amendment, if any (if no revised disclosures are attached to this Amendment, then no such revised disclosure
schedules shall be deemed to exist or to qualify any of the representations and warranties hereby re-made).


 


6.
Affirmation. The Company hereby affirms all of its obligations to the Holder under all of the Transaction Documents and agrees
and affirms as follows: (i) that as of the date hereof, the Company has performed, satisfied and complied in all material respects with
all the covenants, agreements and conditions under each of the Transaction Documents to be performed, satisfied or complied with by the
Company; (ii) that the Company shall continue to perform each and every covenant, agreement and condition set forth in each of the Transaction
Documents and this Amendment, and continue to be bound by each and all of the terms and provisions thereof and hereof; (iii) that as
of the date hereof, no default or Event of Default has occurred or is continuing under the Purchase Agreement or any other Transaction
Document, and no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event
of Default under the Purchase Agreement or any other Transaction Document; and (iv) that as of the date hereof, no event, fact, or other
set of circumstances has occurred which could reasonably be expected to have, cause, or result in a Material Adverse Effect.


 


7.
Ratification. The Company hereby acknowledges, represents, warrants and confirms to Holder that: (i) each of the Transaction Documents
executed by the Company is a valid and binding obligations of the Company and its Subsidiaries, enforceable against the Company and its
Subsidiaries in accordance with their respective terms; (ii) the Replacement Note, and all other obligations of the Company under the
Purchase Agreement, all other Transaction Documents and this Amendment, shall be and continue to be and remain guaranteed by the Guarantee;
and (iii) no oral representations, statements, or inducements have been made by Holder, or any agent or representative of Holder, with
respect to the Purchase Agreement, this Amendment, the Replacement Note or any other Transaction Document.


 


8.
Holder’s Conduct. As of the date of this Amendment, the Company hereby acknowledges and admits that there are no other promises,
obligations, understandings or agreements with respect to the Purchase Agreement or the other Transaction Documents, except as expressly
set forth in this Amendment, the Replacement Note, the Purchase Agreement and the other Transaction Documents.


 


9.
Redefined Terms. The term “Transaction Documents,” as defined in the Purchase Agreement and as used in this Amendment,
shall be deemed to refer to and include the Replacement Note, this Amendment, and all other documents or instruments executed in connection
with this Amendment and the execution and delivery of the Replacement Note.


 




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10.
Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution
and delivery by the Company of this Amendment, the Replacement Note, and all other documents executed and delivered in connection herewith
and therewith, and the performance by Company of all of its obligations hereunder and thereunder, have been duly and validly authorized
and approved by the Company and its board of directors, managers, members, shareholders, and other Persons pursuant to all applicable
laws, and no other corporate or company action or consent on the part of the Company or its board of directors, stockholders, members,
managers, or any other Person, is necessary or required by the Company to execute this Amendment, the Replacement Note, and the documents
executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform
all of the Company’s obligations hereunder and thereunder and (b) this Amendment, the Replacement Note, and each of the documents
executed and delivered in connection herewith and therewith have been duly and validly executed by the Company (and the Person executing
this Amendment, the Replacement Note, and all such other documents for the Company is duly authorized to act and execute same on behalf
of Company) and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with
their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


11.
Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions
of the Purchase Agreement and the Transaction Documents shall remain and continue in full force and effect after the execution of this
Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.


 


12.
No Waiver. Neither this Amendment, nor shall Holder’s agreement to purchase the Replacement Note, be deemed or construed
in any manner as a waiver by the Holder of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by the
Company under the Purchase Agreement, any other Transaction Documents, or any of Holder’s rights or remedies in connection therewith.


 


13.
Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of
a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall
create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’
signature page was an original thereof.


 


14.
Document Review and Legal Fees. The Company agrees to pay to the Holder or its counsel a legal fee equal to Nine Thousand Dollars
($9,000.00) for the preparation, negotiation and execution of this Amendment and all other documents in connection herewith, which shall
be due and payable by the Company upon mutual execution of this Amendment.


 


[Signatures
on the following page]


 




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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.


 


	The
    Company:	 
	 	 	 
	Indonesia
    Energy Corporation Limited,	 
	a
    Cayman Islands exempted company	 
	 	 	 
	By:	/s/
    James J. Huang	 
	Name:	James J. Huang	 
	Title:	Chief Investment Officer	 
	 	 	 
	The
    Holder:	 
	 	 	 
	L1
    Capital Global Opportunities Master Fund, Ltd.,	 
	a
    Cayman Islands limited company	 
	 	 	 
	By:	/s/
    David Feldman	 
	Name:	David Feldman	 
	Title:	Portfolio Manager	 


 




    	 



     


    

 


EXHIBIT
A


 


Form
of Amended and Restated Senior Convertible Note


 


[attached
hereto]