Amendment No. 1 to Common Stock Purchase Agreement between HNR Acquisition Corp and White Lion Capital LLC, dated March 7, 2024

Exhibit 10.1

AMENDMENT NO. 1

TO

COMMON STOCK PURCHASE AGREEMENT

BETWEEN

HNR Acquisition Corp.

AND

WHITE LION CAPITAL LLC 

THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 7, 2024 (the “Amendment Effective Date”), is by and between HNR Acquisition Corp., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated October 17, 2022 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 

WHEREAS, the Agreement provides for the Company’s issuance to the Investor of Commitment Shares; and 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the amount of Commitment Shares is definitively quantified, as set forth in this Amendment; 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that a Rapid Purchase, as hereinafter defined, may be permitted;

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the public resale of Commitment Shares by Investor shall be subject to certain contractual limitations hereunder;

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the timing of the registration of Commitment Shares are provided; and

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the automatic termination of the Agreement is stated;

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

Annex I to the Agreement is hereby amended as follows as of the Amendment Effective Date:

“Commitment Shares” means 440,000 duly authorized, validly issued, fully paid and non-assessable shares of the Common Stock.

“Purchase Notice Shares” means with respect to a Purchase made pursuant to Section 3.1, or a Rapid Purchase made pursuant to Section 3.5, the number of Shares to be purchased by the Investor in such Purchase or Rapid Purchase as specified by the Company in the applicable Purchase Notice or Rapid Purchase Notice, which number of Shares shall not exceed the applicable Purchase Notice Limit terms, subject to adjustment provided herein.

Article III of the Agreement is hereby amended by added Section 3.5, which shall read in its entirety as follows:

“Section 3.5 Rapid Purchase Notice.

Section 6.9 of the Agreement is hereby amended by adding subsection (iii), as follows:

“(iii) On any given Business Day, the Investor shall not publicly resell an aggregate amount of Commitment Shares in an amount that exceeds seven percent (7%) of the daily trading volume of the Common Stock for the preceding Business Day.”

Article VI of the Agreement is hereby amended by adding Section 6.16, which shall read in its entirety as follows:

“Section 6.16 Registration of Commitment Shares. Notwithstanding any terms to the contrary under this Agreement or under the Registration Rights Agreement, the Company shall include all of the Commitment Shares on the Initial Registration Statement filed by the Company in a manner that such Commitment Shares shall be eligible for unrestricted and freely traded resales by the Investor.”

Section 8.1(i) of the Agreement is hereby amended and restated in its entirety, as follows:

“Section 8.1 Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to occur of (i) December 31, 2026, (ii) the date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, or (iii) the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.”

6.       Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.11 of the Agreement and the dispute resolution provisions set forth in the Agreement.

(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

** signature page follows **

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

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