| Item 1.01 | Entry into a Material Definitive Agreement. |
Distribution Agency Agreement with T.R. Winston &
Company, LLC
On December 30, 2022,
Tellurian Inc. (“Tellurian” or the “Company”) entered into a Distribution Agency Agreement (the
“T.R. Winston Equity ATM Agreement”) with T.R. Winston & Company, LLC (“T.R. Winston”).
The T.R. Winston Equity ATM Agreement replaces the Distribution Agency Agreement, dated as of December 17, 2021 and amended on April 7,
2022, by and between Tellurian and T.R. Winston. Pursuant to the terms of the T.R. Winston Equity ATM Agreement, the Company may sell
shares of its common stock, $0.01 par value per share, from time to time on the NYSE American, any other market for the common stock in
the United States or otherwise permitted by law, through T.R. Winston acting as agent, for aggregate sales proceeds of up to $500,000,000.
Under the T.R. Winston Equity
ATM Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period
during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day, and any minimum
price below which sales may not be made.
Subject to the terms and conditions
of the T.R. Winston Equity ATM Agreement, T.R. Winston may sell the shares by any method permitted by law deemed to be an “at the
market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),
including without limitation sales made directly on the NYSE American, on any other existing trading market for the shares, or to or through
a market maker. T.R. Winston may also sell the shares by other methods permitted by law, including in a privately negotiated transaction
with the prior consent of the Company.
The T.R. Winston Equity ATM
Agreement provides that T.R. Winston will be entitled to compensation at a fixed commission rate equal to 3.0% of the gross sales price
per share sold through it as the Company’s agent under the T.R. Winston Equity ATM Agreement.
The Company has no obligation
to sell any shares under the T.R. Winston Equity ATM Agreement, and the Company or T.R. Winston may suspend the offering contemplated
by the T.R. Winston Equity ATM Agreement subject to certain conditions. The Company has agreed in the T.R. Winston Equity ATM Agreement
to provide indemnification and contribution to T.R. Winston against certain liabilities, including liabilities under the Securities Act.
The shares will be issued
pursuant to a Registration Statement on Form S-3 (File No. 333-269069) filed by the Company with the SEC on December 30, 2022.
The Company filed a prospectus supplement, dated December 30, 2022, with the SEC in connection with the offering contemplated by
the T.R. Winston Equity ATM Agreement.
The foregoing description
of the T.R. Winston Equity ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the T.R. Winston
Equity ATM Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference. The legal opinion of Davis Graham & Stubbs LLP relating to the legality of the shares of common stock being offered
pursuant to the T.R. Winston Equity ATM Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The representations, warranties
and covenants contained in the T.R. Winston Equity ATM Agreement were made solely for purposes of the agreement and as of a specific date,
were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and
covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.
Amendment to LNG Sale and Purchase Agreement
with Gunvor Singapore Pte Ltd
On December 30, 2022,
a wholly owned subsidiary of the Company, Driftwood LNG LLC (“Driftwood LNG”), entered into an amendment (the “Gunvor
Amendment”) to the previously announced LNG Sale and Purchase Agreement (“LNG SPA”) with Gunvor Singapore
Pte Ltd, a company incorporated in Singapore (“Gunvor”), dated May 27, 2021. Among other things, the Gunvor Amendment
amended the LNG SPA such that:
| • | the conditions precedent deadline of December 31, 2022 has been changed to January 31, 2023; |
| • | either party may terminate the LNG SPA immediately (whereas the LNG SPA had previously provided that such
a termination required 45 days’ notice); |
| • | during the period between December 30, 2022 and January 31, 2023, Driftwood LNG must provide
Gunvor with five days’ prior written notice of the date that all of the conditions precedent are satisfied; |
| • | within five days following Gunvor’s receipt from Driftwood LNG of a notice that all of the conditions
precedent are satisfied, Gunvor may terminate the LNG SPA immediately; |
| • | the price for any liquefied natural gas (“LNG”) sold under the LNG SPA will be based
on the Platts Japan Korea Marker index price minus a transportation netback (whereas the LNG SPA had previously provided that the price
for any LNG sold under the LNG SPA would be a blended average price based on the Platts Japan Korea Marker index price and the InterContinental
Exchange Dutch Natural Gas Title Transfer Facility (TTF) futures contract price, in each case minus a transportation netback); and |
| • | the force majeure provisions relating to the upstream assets owned or contracted by one or more of Driftwood
LNG’s affiliates have been deleted. |
The foregoing description
of the Gunvor Amendment is not complete and is qualified in its entirety by reference to the full text of the Gunvor Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth
in Item 1.01 is incorporated by reference herein. In addition, on December 29, 2022, the Company terminated the At Market Issuance
Sales Agreement, dated as of December 17, 2021, by and between Tellurian and B. Riley Securities, Inc. (the “B. Riley
Senior Notes ATM Agreement”) and the Amended and Restated Distribution Agency Agreement, dated as of January 21, 2020,
by and between Tellurian and Credit Suisse Securities (USA) LLC (the “Credit Suisse Equity ATM Agreement”). The B.
Riley Senior Notes ATM Agreement provided for the sale by the Company, from time to time, of up to $200,000,000 aggregate principal amount
of its 8.25% Senior Notes due 2028, and the Credit Suisse Equity ATM Agreement provided for the sale by the Company, from time to time,
of up to $189,305,387 of shares of the Company’s common stock. The Company no longer expects to sell securities pursuant to either
agreement.