PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the Agreement ), dated as of

THIS PURCHASE AGREEMENT (the Agreement ), dated as of June 18, 2021, is made by and between TREVI

THERAPEUTICS, INC., a Delaware corporation (the Company ), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the Investor ). Capitalized terms used herein and not

otherwise defined herein are defined in Section 1 hereof.

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy

from the Company, up to Fifteen Million Dollars ($15,000,000) of the Company s common stock, $0.001 par value per share (the Common Stock ). The shares of Common Stock to be purchased hereunder are referred to herein as the

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other

good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

CERTAIN DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) Accelerated Purchase Date means, with respect to any Accelerated Purchase made pursuant to

Section 2(b) hereof or any Additional Accelerated Purchase pursuant to Section 2(c) hereof, the Business Day immediately following the applicable Regular Purchase Date with respect to the

corresponding Regular Purchase made pursuant to Section 2(a) hereof.

(b) Accelerated Purchase

Period means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, such period of time on the Accelerated Purchase Date beginning at the official open of trading on the Principal Market,

and ending at the earliest of (i) the official close of trading on the Principal Market on such Accelerated Purchase Date, (ii) such time that the total number (or volume) of shares of Common Stock traded on the Principal Market has

exceeded the quotient of (A) the Accelerated Purchase Share Amount, divided by (B) 0.3, and (iii) such time on the Accelerated Purchase Date that the Sale Price has fallen below any minimum price threshold set forth in the applicable

Purchase Notice by the Company.

(c) Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase

made pursuant to Section 2(b) hereof or an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the

Investor in a Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the applicable Regular Purchase Share Limit for the corresponding Regular Purchase and (ii) 30% of the total volume of shares of Common Stock

traded on the Principal Market during the Accelerated Purchase Period or the Additional Accelerated Purchase Period, as applicable.

Additional Accelerated Purchase Period means, with respect to an Additional Accelerated Purchase pursuant to Section 2(c) hereof, such period of time on the Accelerated Purchase Date beginning at the

latest of (i) the end of the Accelerated Purchase Period for the corresponding Accelerated Purchase made pursuant to Section 2(b) hereof on such Accelerated Purchase Date, (ii) the end of the Additional

Accelerated Purchase Period for the most recently completed prior Additional Accelerated Purchase pursuant to Section 2(c) hereof on such Accelerated Purchase Date, as applicable, and (iii) the time at which all

Purchase Shares for all prior Purchases, including, those effected on the applicable

Accelerated Purchase Date have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and ending at the earliest of (i) the official close of trading on

the Principal Market on the Accelerated Purchase Date, (ii) such time that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of (A) the Accelerated Purchase Share Amount, and

(B) 0.3, and (iii) such time that the Sale Price has fallen below any minimum price threshold set forth in the applicable Purchase Notice by the Company.

(e) Available Amount means, initially, Fifteen Million Dollars ($15,000,000) in the aggregate, which amount shall be reduced

by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.

Bankruptcy Law means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

Business Day means any day on which the Principal Market is open for trading, including any day on which the Principal Market is open for trading for a period of time less than the customary time.

(h) Closing Sale Price means, for any security as of any date, the last closing sale price for such security on the

Principal Market as reported by the Principal Market.

(i) Confidential Information means any information disclosed by

either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as

Confidential, Proprietary or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten

(10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was

publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party

through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party s files and

records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party s obligations of confidentiality; or (v) is independently developed by the receiving

party without use of or reference to the disclosing party s Confidential Information, as shown by documents and other competent evidence in the receiving party s possession.

(j) DTC means The Depository Trust Company, or any successor performing substantially the same function for the Company.

(k) DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and

transferable and without restriction on resale and (iii) timely credited by the Company to the Investor s or its designee s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer

(FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(m) Floor Price means $0.50, which shall be adjusted for any

reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any of the foregoing, the Floor Price shall mean the lower of

(i) the adjusted price and (ii) $0.50.

(n) Material Adverse Effect means any material adverse effect on

(i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted

exclusively from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that

generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes,

hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by

the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in Applicable Laws or accounting rules that does not have a disproportionate

effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) the Company s

ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.

(o) Maturity Date means the first day of the month immediately following the twenty-four (24) month anniversary of the

(p) New Registration Statement has the meaning set forth in the Registration Rights Agreement.

(q) Person means an individual or entity including but not limited to any limited liability company, a partnership, a joint

venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

Principal Market means The Nasdaq Global Market (or any nationally recognized successor thereto); provided, however, that in the event the Company s Common Stock is ever listed or traded on The Nasdaq Capital Market, The

Nasdaq Global Select Market, the New York Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the

Principal Market shall mean such other market or exchange on which the Company s Common Stock is then listed or traded.

(s) Purchase means any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder, as

(t) Purchase Amount means, with respect to any Regular Purchase, Accelerated Purchase or Additional

Accelerated Purchase made hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.

(u) Purchase Notice means a notice delivered to the Investor pursuant to Section 2 with respect to

any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase, respectively.

(v) Registration Rights

Agreement means that certain Registration Rights Agreement, of even date herewith between the Company and the Investor.

(w) Registration Statement has the meaning set forth in the Registration

(x) Regular Purchase Date means, with respect to a Regular Purchase made pursuant to

Section 2(a) hereof, the Business Day for which the Investor receives, after 4:00 p.m., Eastern time on such Business Day, or thereafter as permitted by Section 2(a) hereof, a valid Purchase Notice

for such Regular Purchase in accordance with this Agreement; provided that any Business Day that is twenty (20) days or less before the filing of any post-effective amendment to the Registration Statement or New Registration Statement, and

until the effective date of any such post-effective amendment to the Registration Statement or New Registration Statement, shall not be a Regular Purchase Date.

(y) Regular Purchase Share Limit means Fifty Thousand (50,000) Purchase Shares; provided, however, that

(i) if the Closing Sale Price of the Common Stock is not below $5.00 on the applicable Regular Purchase Date, the Regular Purchase Share Limit may be increased to up to Seventy Five Thousand (75,000) Purchase Shares for such Regular Purchase

Date; and (ii) if the Closing Sale Price of the Common Stock is not below $7.50 on the applicable Regular Purchase Date, the Regular Purchase Share Limit may be increased to up to One Hundred Thousand (100,000) Purchase Shares for such Regular

Purchase Date, in each case such number of Purchase Shares and price per share to be adjusted following any reorganization, recapitalization, non-cash dividend, stock split, reverse stock, split or other

similar transaction effected with respect to the Common Stock; provided, that if following such an adjustment, the Regular Purchase Share Limit as adjusted would preclude the Company from delivering to the Investor a Purchase Notice hereunder

for a Purchase Amount equal to or greater than One Hundred Thousand Dollars ($100,000), the Regular Purchase Share Limit shall equal the maximum number of Purchase Shares which would enable the Company to deliver to the Investor a Purchase Notice

for a Purchase Amount equal to, or as closely approximating, but without exceeding, One Hundred Thousand Dollars ($100,000); provided, further, that the Investor s committed obligation under any single Regular Purchase shall not

exceed Two Million Dollars ($2,000,000).

(z) Sale Price means any sale price for the shares of Common Stock on the

Principal Market as reported by the Principal Market.

(aa) SEC means the U.S. Securities and Exchange Commission.

(bb) Securities means, collectively, the Purchase Shares and the Commitment Shares.

(cc) Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(dd) Subsidiary means any Person the Company wholly owns or controls, or in which the Company, directly or indirectly, owns

a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

(ee) Transaction Documents means, collectively, this Agreement and the schedules and exhibits hereto, the Registration

Rights Agreement and the schedules and exhibits thereto and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

(ff) Transfer Agent means Computershare Trust Company, N.A., or such other Person who is then serving as the transfer

agent for the Company in respect of the Common Stock.

(gg) VWAP means in respect of an applicable Accelerated Purchase Date,

the volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P.

2. PURCHASE OF COMMON STOCK.

the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the Company s sole and absolute discretion, and the Investor has the obligation to purchase from the Company,