SECURITY AGREEMENTSecurity 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
ContractTrio Petroleum Corp. • October 4th, 2023 • 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 AGREEMENTSecurities 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 AGREEMENTRegistration 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”).
COMMON STOCK PURCHASE WARRANT TRIO PETROLEUM CORP.Trio Petroleum Corp. • October 4th, 2023 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , 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 October 4, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trio Petroleum Corp., a Delaware corporation (the “Company”), up to Eight Hundred and Sixty Six Thousand Seven Hundred and Two (866,702) 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).
VOTING AGREEMENTVoting 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.”
