SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ) is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ) is dated as of April 6, 2022, between Trevi Therapeutics, Inc., a

Delaware corporation (the Company ), and each purchaser identified on the Schedule of Purchasers attached hereto as Exhibit A (each, including its successors and assigns, a Purchaser and collectively, the

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to

Section 4(a)(2) of the Securities Act (as defined below), and Regulation D promulgated thereunder ( Regulation D ), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, Securities of the Company as more fully described in this Agreement;

WHEREAS, contemporaneously with the

execution of this Agreement, the parties hereto will execute and deliver the Registration Rights Agreement (as defined below), pursuant to which the Company will agree to provide certain registration rights under the Securities Act, and the rules

and regulations promulgated thereunder, and applicable state securities laws; and

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 each Purchaser agree as follows:

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following

terms have the meanings set forth in this Section 1.1:

Action shall have the meaning ascribed to

such term in Section 3.1(j).

Affiliate means any Person that, directly or indirectly through one

or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Board of Directors means the board of directors of the Company.

Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the

United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Closing Date means the Trading Day on which all of the Transaction Documents have been executed and

delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Company s obligations to deliver the Securities, in each case, have been

satisfied or waived, but in no event later than the third (3rd) Trading Day following the date hereof.

Commission means the United States Securities and

Exchange Commission.

Common Stock means the common stock of the Company, par value $0.001 per share,

and any other class of securities into which such securities may hereafter be reclassified or changed.

Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Company Counsel means Wilmer Cutler Pickering Hale and Dorr LLP, with offices located at 60 State Street,

Disclosure Schedules means the Disclosure Schedules of the Company

delivered concurrently herewith.

Disclosure Time means, (i) if this Agreement is signed on a day

that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to

an earlier time by the Placement Agent and the Company, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

Evaluation Date shall

have the meaning ascribed to such term in Section 3.1(s).

Exchange Act means the Securities

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

Foreign Corrupt Practices Act of 1977, as amended.

GAAP shall have the meaning ascribed to such term in

Intellectual Property Rights shall have the meaning ascribed to such term in

Liens means a lien, charge, pledge, security interest, encumbrance, right of first

refusal, preemptive right or other restriction.

Material Adverse Effect shall have the meaning assigned

to such term in Section 3.1(b).

Material Permits shall have the meaning ascribed to such

term in Section 3.1(n).

Per Share Purchase Price means $1.90 per share, subject to adjustment for

reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

Person means an individual or corporation, partnership, trust, incorporated or unincorporated association,

joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Placement Agent means Stifel, Nicolaus & Company, Incorporated.

Pre-Funded Warrant Purchase Price equals $1.899, subject to

adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be

exercisable immediately and shall expire when exercised in full, in the form of Exhibit B attached hereto.

Pre-Funded Warrant Shares means the shares of Common Stock issuable

upon exercise of the Pre-Funded Warrants.

action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Purchaser Party shall have the meaning ascribed to such term in Section 4.7.

Registration Rights Agreement means the Registration Rights Agreement, dated on or about the date hereof,

among the Company and the Purchasers, in the form of Exhibit C attached hereto.

Statement means a registration statement filed in accordance with the Registration Rights Agreement, with respect to the resale by the Purchasers of the Shares and the Pre-Funded Warrant Shares.

Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

Requisite Purchasers shall have the meaning ascribed to such term in Section 5.5.

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Rule 424 means Rule 424 promulgated by the Commission

pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

Securities means the Shares and the Pre-Funded Warrants.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated

Shares means the shares of Common Stock issued or issuable to the Purchasers pursuant to

this Agreement, but excludes the Pre-Funded Warrant Shares.

Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).

Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-Funded Warrants purchased hereunder calculated in accordance with Section 2.1, the portion of which that is attributable to Shares to be purchased by such Purchaser is set forth opposite such

Purchaser s name on the Schedule of Purchasers attached as Exhibit A hereto under the heading Common Stock Subscription Amount and the portion of which that is attributable to

Pre-Funded Warrants to be purchased by such Purchaser is set forth opposite such Purchaser s name on Exhibit A hereto under the heading Pre-Funded

Warrant Subscription Amount .

Subsidiary means any subsidiary of the Company as identified in the

SEC Reports, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

Trading Day means a day on which the principal Trading Market is open for trading.

Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted

for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

Transaction Documents means this Agreement, the Pre-Funded Warrants,

and the Registration Rights Agreement.

Transfer Agent means Computershare Trust Company, N.A.,

the current transfer agent of the Company, with a mailing address of 480 Washington Blvd. 26th Floor, Jersey City, NJ 07310, and any successor transfer agent of the Company.

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,

and the Purchasers, severally and not jointly, agree to purchase, (i) the number of Shares set forth under the heading Shares opposite the Purchasers names on Exhibit A hereto, at the Per Share Purchase Price, and (ii) Pre-Funded Warrants to purchase the number of Pre-Funded Warrant Shares set forth under the heading Pre-Funded Warrant

Shares on opposite the Purchasers names on Exhibit A hereto, at the Pre-Funded Warrant Purchase Price. Each Purchaser shall deliver to the Company, via wire transfer, in United States

dollars and in immediately available funds equal to such Purchaser s Subscription Amount, and the Company shall deliver to each Purchaser its respective Shares and Pre-Funded Warrants, as determined

pursuant to this Section 2.1, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the

Closing shall occur at the offices of Company Counsel or such other location or remotely by electronic means as the parties shall mutually agree.

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers, on which the