0001157523-11-004052 Sample Contracts

Contract
Tri Valley Corp • July 19th, 2011 • Crude petroleum & natural gas • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND SAID STATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND SAID STATE SECURITIES LAWS.

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EXECUTIVE RETIREMENT AGREEMENT AND GENERAL RELEASE
Executive Retirement Agreement • July 19th, 2011 • Tri Valley Corp • Crude petroleum & natural gas • California

This EXECUTIVE RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) between Tri-Valley Corporation, a Delaware corporation (“Tri-Valley”) and James C. Kromer (“Executive”), on the other hand, with Tri-Valley and Executive collectively hereinafter referred to as the (“Parties”) in recognition of the following facts:

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