Trio Petroleum Corp. Sample Contracts

UNDERWRITING AGREEMENT between TRIO PETROLEUM CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters TRIO PETROLEUM CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York

The undersigned, Trio Petroleum Corp., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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EXHIBIT A Representative’s Warrant Agreement
Common Stock Purchase Warrant • December 8th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 12th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of ______ __, 20__ by and between Trio Petroleum Corp.., a Delaware corporation (the “Company”), and __________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

Representative’s Warrant Agreement
S Warrant Agreement • April 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 17, 2023 TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

Contract
Trio Petroleum Corp. • January 2nd, 2024 • Crude petroleum & natural gas

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Wyoming

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is five years from the date of the Liquidity Event (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trio Petroleum Corp., a Delaware corporation (the “Company”), up to _______________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITY AGREEMENT
Security Agreement • October 4th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 4, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and , a business entity organized under the laws of the Cayman Islands, in its capacity as a Purchaser (as defined in the Purchase Agreement (as hereinafter defined)) (together with its respective successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreemen

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Michael L. Peterson (“Executive”) and Trio Petroleum Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of October 23, 2023 (the “Effective Date”).

Subscription Agreement
Subscription Agreement • January 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York

THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

Contract
Trio Petroleum Corp. • January 6th, 2023 • Crude petroleum & natural gas • New York

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 4th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas

This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 4, 2023, by and among Trio Petroleum Corp. (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each an “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Wyoming

This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2022 between Trio Petroleum Corp, a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).

PLACEMENT AGENT WARRANT AGREEMENT
Placement Agent Warrant Agreement • January 2nd, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC.

COMMON STOCK PURCHASE WARRANT TRIO PETROLEUM CORP.
Trio Petroleum Corp. • January 2nd, 2024 • Crude petroleum & natural gas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, L1 Capital Global Opportunities Master Fund, Ltd., a Cayman Islands limited company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 2, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trio Petroleum Corp., a Delaware corporation (the “Company”), up Four Hundred Forty-Five Thousand Five Hundred Sixty-One (445,561) shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITY AGREEMENT
Security Agreement • April 17th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on April 16, 2024 and becoming effective on the Effective Date, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and the secured party whose signature appears on the signature page of this Agreement (the “Secured Party”).

AMENDMENT TO LEASEHOLD ACQUISITION AND DEVELOPMENT AGREEMENT
Acquisition and Development Agreement • January 5th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas

This AMENDMENT TO LEASESHOLD ACQUISITION AND DEVELOPMENT AGREEMENT (the “Amendment”), dated as of December 29, 2023 (the “Effective Date”) is by and between HEAVY SWEET OIL LLC (“HSO”) and TRIO PETROLEUM CORP (“TPET” and together with HSO, the “Parties”), and amends that certain Leasehold Acquisition and Development Agreement entered into by and between the Parties, dated as of November 10, 2023 (the “Option Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings ascribed to them in the Option Agreement.

AMENDMENT TO TRANSACTION DOCUMENTS
Transaction Documents • January 2nd, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas

This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of December 29, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends that certain Securities Purchase Agreement between the Company and the Investor, dated as of October 4, 2023 (the “Purchase Agreement”). The Company and the Investor are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.

VOTING AGREEMENT
Voting Agreement • October 4th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

This Voting Agreement (this “Agreement”) is made and entered into as of October 4, 2023, by and among Trio Petroleum Corp. (the “Company”) and each person listed on Schedule A hereto (each, a “Stockholder”). The Company and each Stockholder are sometimes individually referred to as a “Party,” and they are sometimes collectively referred to as the “Parties.”

LEASEHOLD ACQUISITION AND DEVELOPMENT OPTION AGREEMENT
Development Option Agreement • January 5th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Utah

WHEREAS, HSO holds certain tar sands production leases in the State of Utah described in Exhibit A (the “Leases”) on certain properties described in Exhibit A (the “Property”), and is offering a 20% of 100% production share (“Proportionate Production Share”) to TPET in the Leases and HSO’s initial 960 acre drilling and production program, per the Asphalt Ridge Development Plan attached hereto as Exhibit B (the “Development Plan”), and additional rights as set forth herein;

SENIOR SECURED CONVERTIBLE NOTE AMENDMENT
Senior Secured Convertible Note Amendment • February 28th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas

THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of February 23, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).

TRIO PETROLEUM CORP.
Trio Petroleum Corp. • September 21st, 2023 • Crude petroleum & natural gas

Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the “Initial Exercise Price”), which was issued to Theseus Capital Ltd. and assigned to Elpis Capital Ltd. (the “Holder”), pursuant to a Warrant Assignment Agreement dated July 5, 2022, a copy of which is attached as Exhibit B hereto. The Warrant is currently exercisable for up to 559,878 shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share. Warrant Shares in the aggregate amount of 699,847 shares of Common Stock (125% of the number of Warrant Shares currently available upon exercise of the Warrant) have been registered for resale pursuant to the registration statement on Form S-1 with File No. 333-272638 (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Warrant pursu

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AGREEMENT FOR PURCHASE AND SALE OF AN UNDIVIDED INTEREST IN THE McCOOL RANCH OIL FIELD
Agreement for Purchase And • October 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • California

This Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field (Hangman Hollow area) (“Agreement”), which includes without limitation Wells, Assets and Oil and Gas Leases (all as defined herein) is made and entered into on October 16, 2023, by and between Trio Petroleum LLC, a California limited liability company, on the one hand, and Trio Petroleum Corp, a Delaware corporation, on the other hand. Trio Petroleum LLC may sometimes be referred to in this Agreement as “Trio” or Seller.” Trio Petroleum Corp may be referred to in this Agreement as “Corp” or “Purchaser.” Seller and Purchaser may sometimes be referred to in this Agreement singularly as a “Party” and collectively as the “Parties.”

SENIOR SECURED CONVERTIBLE NOTE AMENDMENT
Senior Secured Convertible Note Amendment • March 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas

THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of March 15, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 8th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Virginia

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2024, by and between TRIO PETROLEUM CORP., a Delaware corporation, with its address at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

TRIO PETROLEUM CORP.
Trio Petroleum Corp. • July 11th, 2023 • Crude petroleum & natural gas

Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the “Initial Exercise Price”), currently held by ___________________ (the “Holder”). The Warrant is currently exercisable for up to _______ shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share. Warrant Shares in the aggregate amount of _________ shares of Common Stock (125% of the number of Warrant Shares currently available upon exercise of the Warrant) have been registered for resale pursuant to the registration statement on Form S-1 with File No. 333-272638 (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Warrant pursuant to this letter agreement, will be effective for the resale of ________ Warrant Shares by the Holder. Capitalized terms not otherwise defined her

AMENDMENT TO TRANSACTION DOCUMENTS
Transaction Documents • April 8th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas

This Amendment to Securities Purchase Agreement and Senior Secured Original Issue 7% Discount Convertible Promissory Note (this “Amendment”) is dated as of April 5, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends (i) that certain Securities Purchase Agreement between the Company and the Investor, dated as of October 4, 2023 (the “Purchase Agreement”) and (ii) that certain Senior Secured Original Issue 7% Discount Convertible Promissory Note, with an original issuance date of January 2, 2024, issued by the Company to the Investor (the “Second Tranche Note”). The Company and the Investor are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of April 16, 2024, between Trio Petroleum Corporation., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).

March 15, 2023
Trio Petroleum Corp. • March 17th, 2023 • Crude petroleum & natural gas

Reference is made to that certain Purchase and Sale Agreement entered into by and between Trio Petroleum LLC (“Seller”) and Trio Petroleum Corp (“Buyer”), dated as of September 14, 2021, as amended as amended to date (the “PSA”). Capitalized terms used but not otherwise defined in this letter have the respective meanings ascribed to them in the PSA. The Seller and Buyer hereby agree that the “Third Installment Date” shall be extended to May 1, 2023. Except as expressly modified herein, the PSA is confirmed and will continue to be and remain in full force and effect in accordance with its terms. Any existing or future reference to the PSA and any document or instrument delivered in connection with the PSA will be deemed to be a reference to the PSA as modified by this letter.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 12th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Wyoming

This Securities Purchase Agreement (this “Agreement”) is dated as of , 2022 between Trio Petroleum Corp, a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).

Contract
Trio Petroleum Corp. • January 20th, 2023 • Crude petroleum & natural gas • New York

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

10% ORIGINAL ISSUE DISCOUNT SENIOR NOTE AMENDMENT
Trio Petroleum Corp. • March 17th, 2023 • Crude petroleum & natural gas

THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR NOTE AMENDMENT (this “Agreement”), dated as of March 15, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).

SENIOR SECURED CONVERTIBLE NOTE AMENDMENT
Senior Secured Convertible Note Amendment • February 6th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas

THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of January 23, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).

AGREEMENT
Agreement • October 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • California

THIS AGREEMENT is made effective as of October 23, 2023 (the “Effective Date”), by and Global Venture Investments LLC (“GVEST” or “Consultant”), a Delaware Limited Liability Company, and Trio Petroleum Corp (“Company”).

February 24, 2023
Trio Petroleum Corp. • February 28th, 2023 • Crude petroleum & natural gas

Reference is made to that certain Purchase and Sale Agreement entered into by and between Trio Petroleum LLC (“Seller”) and Trio Petroleum Corp (“Buyer”), dated as of September 14, 2021, as amended as amended to date (the “PSA”). Capitalized terms used but not otherwise defined in this letter have the respective meanings ascribed to them in the PSA. The Seller and Buyer hereby agree that the “Third Installment Date” shall be extended to April 1, 2023. Except as expressly modified herein, the PSA is confirmed and will continue to be and remain in full force and effect in accordance with its terms. Any existing or future reference to the PSA and any document or instrument delivered in connection with the PSA will be deemed to be a reference to the PSA as modified by this letter.

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