Exhibit 10.1


 


VOTING AGREEMENT


 


This VOTING AGREEMENT
(this “Agreement”), dated as of April 29, 2020, is entered into by and between the undersigned stockholder (the
“Stockholder”) of Tellurian Inc., a Delaware corporation (the “Company”), and the Company.
The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively
as the “Parties.” Capitalized terms that are used but not defined herein shall have the meaning ascribed to
them in the Purchase Agreement (as defined below).


 


RECITALS


 


A.                
Concurrently with or following the execution of this Agreement, the Company has entered, or will enter, into a Securities
Purchase Agreement (as the same may be amended from time to time, the “Purchase Agreement”), providing for,
among other things, the sale to the Buyers of the Purchased Securities pursuant to the terms and conditions of the Purchase Agreement
and the Transaction Documents.


 


B.                 
In order to induce the Buyers to enter into the Purchase Agreement and the Transaction Documents, and for good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Stockholder hereby makes certain representations, warranties,
covenants, and agreements as set forth in this Agreement with respect to the shares of Common Stock Beneficially Owned by the
Stockholder and set forth below the Stockholder’s signature on the signature page hereto (the “Original Shares”
and, together with any additional shares of Common Stock pursuant to Section 6 hereof, the “Shares”).
[Notwithstanding the foregoing, the Common Stock Beneficially Owned by the Stockholder shall not include the 1,300,000 shares
of Common Stock owned by the Stockholder’s wife as set forth on Exhibit A, and such shares of Common Stock shall
not be included in “Original Shares” or “Shares”.]1


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.            Definitions. For purposes of this Agreement, capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Purchase Agreement. When used in this Agreement, the following
terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.


 


(a)               
“Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such
term in Rule 13d-3 under the 1934 Act, and a Person’s beneficial ownership of securities shall be calculated in accordance
with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance).
For the avoidance of doubt, “Beneficially Own” and “Beneficial Ownership” shall also include record ownership
of securities.


 


(b)               
“Beneficial Owner” shall mean the Person who Beneficially Owns the referenced securities.


 


2.          
 Representations of Stockholder. The Stockholder represents and warrants to the Company
that:


 


(a)                Ownership
of Shares. The Stockholder: (i) is the Beneficial Owner of all of the Original Shares set forth below the
Stockholder’s signature on the signature pages hereto free and clear of any proxy, voting restriction, adverse claim,
or other Liens, other than those created by this Agreement or under applicable federal or state securities laws, except as
set forth on Exhibit A hereto and (ii) has the sole voting power over all such Original Shares, except as set
forth on Exhibit A. Except pursuant to this Agreement or as set forth on Exhibit A hereto, there are
no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which the Stockholder is
a party relating to the pledge, disposition, or voting of any such Original Shares and there are no voting trusts or voting
agreements with respect to such Original Shares.


 


 


1
The bracketed language in Recital B is included in the Voting Agreement with Martin Houston and is excluded from
the Voting Agreements with each of Charif Souki, Meg Gentle and R. Keith Teague.


 






    


     


    

 


(b)               
Disclosure of All Shares Owned. The Stockholder does not Beneficially Own any shares of Company Common Stock
other than: (i) the Original Shares set forth below the Stockholder’s signature on the signature pages hereto; and (ii) any
options, warrants, or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or
convertible into shares of Company Common Stock, set forth below the Stockholder’s signature on the signature pages hereto
(collectively, “Options”).


 


(c)               
Power and Authority; Binding Agreement. If the Stockholder is an individual, the Stockholder has full power
and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully the Stockholder’s
obligations hereunder (including the proxy described in Section 3(b) below). If the Stockholder is not an individual,
the Stockholder has the organizational power and authority to enter into, execute, and deliver this Agreement and to perform fully
the Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). This Agreement
has been duly and validly executed and delivered by the Stockholder and constitutes the legal, valid, and binding obligation of
the Stockholder, enforceable against the Stockholder in accordance with its terms.


 


(d)               
No Conflict. The execution and delivery of this Agreement by the Stockholder does not, and the consummation
of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law
applicable to the Stockholder or result in any breach of or violation of, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration, or
cancellation of, or result in the creation of any Lien on any of the Shares attributable to the Stockholder pursuant to, any agreement
or other instrument or obligation binding upon the Stockholder or any of the Shares attributable to the Stockholder.


 


(e)               
No Consents. No consent, approval, order, or authorization of, or registration, declaration, or filing with,
any Governmental Entity or any other Person on the part of the Stockholder is required in connection with the valid execution and
delivery of this Agreement. If the Stockholder is an individual, no consent of the Stockholder’s spouse is necessary under
any “community property” or other laws in order for the Stockholder to enter into and perform its obligations under
this Agreement.


 


(f)                
No Litigation. There is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative,
or other) pending against, or, to the knowledge of the Stockholder, threatened against or affecting, the Stockholder that could
reasonably be expected to materially impair or materially adversely affect the ability of the Stockholder to perform the Stockholder’s
obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.


 


3.           
Agreement to Vote Shares; Irrevocable Proxy.


 


(a)                Agreement
to Vote and Approve. The Stockholder irrevocably and unconditionally agrees during the term of this Agreement, at any
annual or special meeting of the Company called with respect to (i) the approval contemplated by Nasdaq Listing Standard Rule
5635(d) with respect to the issuance of shares of Common Stock upon conversion of, or in exchange for, the Convertible Notes
(as defined below) in excess of the limitations imposed by such rule and/or (ii) approving an increase in the Company’s
authorized but unissued shares to allow it to comply both with the first sentence of Section 10(D)(v) of the Convertible
Notes and its obligation to issue up to twenty million (20,000,000) shares of its Common Stock pursuant to the Warrants (as
defined below), and at every adjournment or postponement thereof, and on every action or approval by written consent or
consents of the Company stockholders with respect to such matter, to vote or cause the holder of record to vote the Shares
(except for Shares Transferred in accordance with Section 5) in favor of providing the Requisite Stockholder
Approval (as defined in the Convertible Notes) and the Share Authorization Increase (as defined in the Purchase Agreement).
“Convertible Notes” and “Warrants” mean the Senior Unsecured Notes and Warrants to
purchase Common Stock issued pursuant to the Purchase Agreement, as amended from time to time.


 






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(b)               
Irrevocable Proxy. The Stockholder hereby appoints the Company and any designee of the Company, and each of
them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), its proxies and attorneys-in-fact,
with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect
to the Shares (except for Shares Transferred in accordance with Section 5) in accordance with Section 3(a).
This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The
Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this
proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the term of this Agreement, shall
be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior
proxies granted by the Stockholder with respect to the Shares. The power of attorney granted by the Stockholder herein is a durable
power of attorney and shall survive the bankruptcy, death, or incapacity of the Stockholder. The proxy and power of attorney granted
hereunder shall terminate upon the termination of this Agreement.


 


4.             No
Voting Trusts or Other Arrangement. Except for Shares Transferred in accordance with Section 5, The Stockholder
agrees that during the term of this Agreement the Stockholder will not, and will not permit any entity under the Stockholder’s
control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares, or subject any of the Shares
to any arrangement with respect to the voting of the Shares, in each case other than agreements entered into with the Company.


 


5.             Transfer
and Encumbrance. Except for any pledges of Original Shares in effect as of the date hereof and set forth on Exhibit A
hereto, the Stockholder agrees that until the earlier of (a) the termination of this Agreement and (b) June 30, 2020 (unless
with respect to this clause (b), the Requisite Stockholder Approval and the Share Authorization Increase have not been obtained
on or prior to such date, in which case such date shall be extended to August 31, 2020), the Stockholder will not, directly
or indirectly, transfer, sell, offer, exchange, assign, pledge, convey any legal or Beneficial Ownership interest in or otherwise
dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange
offer, by testamentary disposition, by operation of law, or otherwise), or encumber (“Transfer”) any of the
Shares or enter into any contract, option, or other agreement with respect to, or consent to, a Transfer of, any of the Shares
or the Stockholder’s voting or economic interest therein[; provided that the Stockholder shall be permitted to Transfer
up to 10,000,000 Shares during the term of this Agreement].2 Any attempted Transfer of Shares or any interest therein
in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of
the Shares by the Stockholder to any member of the Stockholder’s immediate family, to a trust for the benefit of the Stockholder
or any member of the Stockholder’s immediate family, upon the death of the Stockholder or to an “affiliate”
(as defined in Rule 144) of the Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if,
as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company
and the Buyers, to be bound by all of the terms of this Agreement.


 


6.             Additional
Shares. The Stockholder agrees that all shares of Common Stock that the Stockholder purchases, acquires the right to
vote, or otherwise acquires Beneficial Ownership of, after the execution of this Agreement and prior to the Expiration Time
shall be subject to the terms and conditions of this Agreement and shall constitute Shares for all purposes of this
Agreement. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification,
combination, exchange of shares, or the like of the capital stock of the Company affecting the Shares, the terms of this
Agreement shall apply to the resulting securities and such resulting securities shall be deemed to be “Shares”
for all purposes of this Agreement.


 


 


2 The
bracketed language in Section 5 is included in the Voting Agreement with Martin Houston and is excluded from the Voting
Agreements with each of Charif Souki, Meg Gentle and R. Keith Teague.


 






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7.                  Termination.
This Agreement shall terminate upon the earliest to occur of (the “Expiration Time”): (a) the date on which
the Purchase Agreement is terminated in accordance with its terms; (b) the termination of this Agreement by mutual written consent
of the Parties; and (c) the date on which the Requisite Stockholder Approval and the Share Authorization Increase are obtained.
Nothing in this Section 7 shall relieve or otherwise limit the liability of any Party for any intentional breach of
this Agreement prior to such termination.


 


8.                 
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this
Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office),
and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such
a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to
prohibit, limit, or restrict the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its
stockholders.


 


9.                 
Further Assurances. The Stockholder agrees, from time to time, and without additional consideration,
to execute and deliver such additional proxies, documents, and other instruments and to take all such further action as the Company
may reasonably request to consummate and make effective the transactions contemplated by this Agreement.


 


10.               
Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement
and continuing until the Expiration Time, in furtherance of this Agreement, the Stockholder hereby authorizes the Company or its
counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares (and
that this Agreement places limits on the voting and transfer of the Shares), subject to the provisions hereof and provided that
any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the Expiration Time.


 


11.              
Specific Performance. Each Party hereto acknowledges that it will be impossible to measure in money
the damage to the other Party if a Party hereto fails to comply with any of the obligations imposed by this Agreement, that every
such obligation is material and that, in the event of any such failure, the other Party will not have an adequate remedy at law
or damages. Accordingly, each Party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at
law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that
the other Party has an adequate remedy at law. Each Party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with the other Party’s seeking or obtaining such equitable relief.


 


12.               Assignment.
No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent
of the other Party hereto, except that the Company may assign, in its sole discretion, all or any of its rights, interests
and obligations hereunder to any of its “affiliates” (as defined in Rule 144 under the 1933 Act) or to any party
that acquires all of substantially all of the assets of the Company (whether by merger, sale of stock, sale of assets or
otherwise). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective permitted successors and assigns. Any assignment contrary to the provisions
of this Section 12 shall be null and void.


 






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13.              
Notices. Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from
the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business
Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party
to receive the same.  The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 


     If to the Company:


 


Tellurian Inc.


1201 Louisiana Street, Suite 3100


Houston, TX 77002


Attention: Daniel Belhumeur, General
Counsel

E-mail: Daniel.Belhumeur@tellurianinc.com


 


     With a copy (for informational
purposes only) to:


 


Davis Graham & Stubbs LLP


1550 17th St., Suite 500


Denver, CO 80202

Attention: John Elofson

E-mail: john.elofson@dgslaw.com


 


     If to the Stockholder, to the
address, email address, or facsimile number set forth for the Stockholder on the signature pages hereof.


 


14.              
Miscellaneous. The provisions of Sections 9(a), (b), (c), (d), (e), (g), (h), and (l) of the
Purchase Agreement shall apply to this Agreement, mutatis mutandis.


 


[Remainder
of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF,
the Parties hereto have executed and delivered this Agreement as of the date first written above.


 





	 	TELLURIAN INC.
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[STOCKHOLDER]
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	
        Number of Shares of Company Common Stock
        Beneficially Owned as of the date of this Agreement:

         

	 	
        Number of Options Beneficially Owned as
        of the date of this Agreement:

         

	 	
        Street Address:

        City/State/Zip Code:

        Email:








 






    


     


    

 


Exhibit A


 


[Signature Page to Voting Agreement]