Exhibit
      10.1

    


    Personal
      and Confidential

    


    THE
      UNITS
      OF TRIANGLE PETROLEUM CORPORATION ("TRIANGLE
      PETROLEUM")
      CONSTITUTE SECURITIES THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. THE UNITS
      MAY
      NOT, AT ANY TIME, BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED WITHOUT
      REGISTRATION UNDER THE ACT AND STATE LAWS, OR DELIVERY TO TRIANGLE PETROLEUM
      OF
      AN OPINION OF LEGAL COUNSEL SATISFACTORY TO TRIANGLE PETROLEUM THAT SUCH
      REGISTRATION IS NOT REQUIRED. RESTRICTIONS ON TRANSFER WILL BE IMPRINTED ON
      THE
      DOCUMENTS EVIDENCING THE UNITS TO THE FOREGOING EFFECTS.

    


    THE
      PURCHASE OF UNITS INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY
      BY PERSONS WHO CAN BEAR THE RISK OF LOSING THEIR ENTIRE INVESTMENT.

    


    TRIANGLE
      PETROLEUM CORPORATION

    


    SUBSCRIPTION
      AGREEMENT

    


    Triangle
      Petroleum Corporation

    Attention:
      Mark Gustafson

    Suite
      1250

    521 –
      3rd
      Avenue
      S.W.

    Calgary,
      AB Canada

    T2P
      3T3

    


    Ladies
      and Gentlemen:

    


    This
      will
      confirm my agreement to become a stockholder of Triangle Petroleum Corporation
      ("Triangle
      Petroleum")
      and to
      purchase units (the "Units")
      in
      Triangle Petroleum. Each Unit consists of one share of common stock of the
      Company (the "Shares")
      and
      one-half of a warrant, each whole warrant entitling the holder to purchase
      one
      Share exercisable at a price of $2.25 for a period of two years (the
      "Warrant
      Shares").
      I/we
      hereby acknowledge receipt of the Confidential Private Placement Memorandum
      dated May 27, 2008 (the "Memorandum"),
      with
      respect to Triangle Petroleum. The Memorandum describes the terms under which
      the Units are being offered to subscribers.

    


    1. Subscription
      and Sale.

    


    1.1 Subscription.
      Subject
      to the terms and conditions of this Agreement and the provisions of the
      Memorandum, I/we irrevocably subscribe for, and agree to purchase the number
      of
      Units of Triangle Petroleum for the subscription price indicated on the
      Signature Page. I am/we are tendering to Triangle Petroleum (a) a completed,
      signed, and dated copy of this Agreement, (b) a completed, signed, and dated
      Purchaser's Questionnaire, and (c) a certified check or bank check in the amount
      of the subscription price (or I am/we are concurrently wire transferring such
      amount to the Escrow Agent).

    


    1.2 Acceptance
      or Rejection of Subscription.
      All
      funds tendered by me/us will be held in a segregated subscription account
      pending acceptance or rejection of this Agreement and the closing of my/our
      purchase of the Units. This Agreement will either be accepted, in whole or
      in
      part, or rejected, by Triangle Petroleum as promptly as practicable. If this
      Agreement is accepted only in part, I/we agree to purchase such smaller number
      of Units as Triangle Petroleum determines to sell to me/us. If this Agreement
      is
      rejected for any reason or no reason, including, the termination of the offering
      of the Units by Triangle Petroleum, this Agreement and all funds tendered with
      it will be promptly returned to me/us, without interest or deduction of any
      kind, and this Agreement will be void and of no further force or effect. Deposit
      and collection of the check tendered, or receipt of funds wired, with this
      Agreement will not constitute acceptance of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3  Closing.
      Subscriptions will be accepted at one or more closings, as described in the
      Memorandum. On closing, the subscription evidenced hereby, if not previously
      rejected, will, in reliance on my/our representations and warranties, be
      accepted, in whole or in part, and Triangle Petroleum will execute a copy of
      this Agreement and return it to me/us. If my/our subscription is accepted only
      in part, this Agreement will be marked to indicate such fact, and Triangle
      Petroleum will return to me/us the portion of the funds tendered by me/us
      representing the unaccepted portion of my/our subscription, without interest
      or
      deduction of any kind. The Units subscribed for will not be deemed to be issued
      to, or owned by, me/us until Triangle Petroleum has accepted this
      Agreement.

    


    2. Representations,
      Warranties, and Covenants of the Purchaser.
      I/we
      represent, warrant, and covenant to Triangle Petroleum that:

    


    2.1 General:

    


    (a) If
      I am a
      natural person, I have the legal capacity and all requisite authority to enter
      into, execute, and deliver the Transaction Documents (as hereinafter defined),
      to purchase the Units, and to perform all the obligations required to be
      performed by me thereunder. If we are a corporation, partnership, limited
      liability company, trust, estate, or other entity, we are authorized to purchase
      the Units and otherwise to comply with our obligations under the Transaction
      Documents. The person signing this Agreement on behalf of such entity is duly
      authorized by such entity to do so. The Transaction Documents are my/our valid
      and binding agreements and enforceable against me/us in accordance with their
      terms.

    


    (b) My/our
      principal residence is in the jurisdiction indicated herein, or if we are a
      corporation, partnership, limited liability company, trust, estate, or other
      entity, we are organized and qualified under the law of the state indicated
      below and I/we have no intention of becoming a resident or domiciliary of any
      jurisdiction other than the one indicated by our address.

    


    (c) I
      am/we
      are subscribing to purchase the Units solely for my/our own account, for
      investment, and not with a view to, or for resale in connection with, any
      distribution. I am/we are not acquiring the Units as an agent or otherwise
      for
      any other person.

    


    2.2 Information
      Concerning the Offering:

    


    (a) I/we
      have
      received, carefully read, and understood the Memorandum. I/we have not been
      furnished any offering literature other than the Memorandum and the Exhibits
      attached thereto and have relied only on the information contained therein
      and
      my/our own due diligence efforts and inquiries with respect to the Offering
      (as
      defined in the Memorandum). The Units were not offered to me/us by any means
      of
      general solicitation or general advertising. 

    


    (b) 
      I/we
      understand that the offering of the Units is being made without registration
      of
      the Units under the Securities Act of 1933, as amended (the "Act"),
      or
      any state securities or blue sky laws in reliance on exemptions from such
      registration, and that such reliance is based in part on my representations
      and
      warranties set forth in this Section 2 and on the information set forth in
      the
      Purchaser's Questionnaire tendered by me/us to Triangle Petroleum with this
      Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c) In
      formulating a decision to invest in the Units, I/we (and my/our Purchaser
      Representative (as defined in Rule 501(h) of Regulation D under the Act), if
      any) have been given the opportunity to ask questions of, and to obtain any
      information necessary to permit me to verify the accuracy of the information
      set
      forth in the Memorandum from, representatives of Triangle Petroleum and have
      been furnished all such information so requested. I/we have not relied or acted
      on the basis of any representations or other information purported to be given
      on behalf of Triangle Petroleum except as set forth in the Memorandum (it being
      understood that no person has been authorized by Triangle Petroleum to furnish
      any representations or other information except as set forth in the
      Memorandum).

    


    (d) I/we
      understand that the purchase of the Units involves various risks and that an
      investment in Triangle Petroleum should be regarded as speculative and involving
      a high degree of risk. I am/we are fully aware of the nature of my investment
      in
      Triangle Petroleum and the lack of liquidity of an investment in Units being
      offered pursuant to the Offering, because the Units may not be sold,
      transferred, or otherwise disposed of except pursuant to an effective
      registration statement under the Act or an exemption from such registration,
      and
      that in the absence of such registration or exemption, the Units must be held
      indefinitely.

    


    (e) I/we
      understand that no federal or state agency has passed upon the Units
      of
      Triangle Petroleum or made any finding or determination concerning the fairness
      or advisability of an investment in Triangle Petroleum.

    


    2.3 Status
      of Subscriber, Additional Information:

    


    (a) If
      we are
      a corporation, partnership, limited liability company, trust, estate, or other
      entity, we are an "accredited investor," as that term is defined in Rule 501(a)
      of Regulation D under the Act (see the Purchaser's Questionnaire for a list
      of
      the types of accredited investors) and meet the experience standards set forth
      in Section 2.3(b) below. If I am a natural person, I am at least 21 years of
      age
      and am an "accredited investor" and meet the experience standards set forth
      in
      Section 2.3(b) below.  

     

    (b) I
      (together with my Purchaser Representative, if any), or if we are a corporation,
      partnership, limited liability company, trust, estate, or other entity, we
      by
      and through our officers, directors, trustees, managers, partners, employees,
      or
      other advisors, (i) are experienced in evaluating companies such as Triangle
      Petroleum, (ii) have determined that the Units are a suitable investment for
      me/us, and (iii) have such knowledge, skill, and experience in business,
      financial, and investment matters so that I am/we are capable of evaluating
      the
      merits and risks of an investment in the Units. To the extent necessary, I/we
      have retained, at my/our expense, and relied upon, appropriate professional
      advice regarding the investment, tax, and legal merits and consequences of
      this
      Agreement and owning the Units, and I/we and my/our advisers or representatives
      have investigated my/our investment in Triangle Petroleum to the extent I/we
      and
      they have deemed advisable. I/we have the financial ability to bear the economic
      risks of our entire investment for an indefinite period and no need for
      liquidity with respect to our investment in Triangle Petroleum, and, if I a
      natural person, I have adequate means for providing for my current needs and
      personal contingencies.

    


    (c) I/we
      agree to furnish any additional information requested to assure compliance
      with
      the Act and state securities laws in connection with the purchase and sale
      of
      the Units. If there is any material change in the information I/we are
      furnishing hereunder prior to the date this Agreement is accepted, I/we will
      immediately furnish such revised or corrected information to Triangle
      Petroleum.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.4 Restrictions
      on Transfer or Sale of the Units:

    


    (a) I
      /we
      will not sell, assign, pledge, give, transfer, or otherwise dispose of any
      the
      Units or any interest therein, or make any offer or attempt to do any of the
      foregoing, except pursuant to a registration of the Units under the Act and
      applicable state securities laws or in a transaction that is exempt from the
      registration provisions of the Act and any applicable state securities laws.
      I/we understand that Triangle Petroleum will not be under any obligation to
      register the Units under the Act or any state securities law (except as provided
      in the Registration Rights Agreement (as hereinafter defined)) or to comply
      with
      the terms of any exemption provided under the Act or any state securities law
      with respect to the Units.

    


    (b) I/we
      have
      not offered or sold any portion of my/our Units and have no present intention
      of
      dividing my/our Units with others or of reselling or otherwise disposing of
      any
      portion of my/our Units either currently or after the passage of a fixed or
      determinable period of time or upon the occurrence or nonoccurrence of any
      predetermined event or circumstance.

    


    2.5 Independent
      Nature of Investor's Obligations and Rights.
      My/our
      obligations under this Agreement, the Registration Rights Agreement, and any
      other documents delivered in connection herewith and therewith (collectively,
      the "Transaction
      Documents")
      are
      several and not joint with the obligations of any other purchaser of
Units,
      and
      I/we shall not be responsible in any way for the performance of the obligations
      of any other purchaser of Units
      under
      any
      Transaction Document. My/our decision to purchase Units
      pursuant
      to the Transaction Documents has been made by me/us independently of any other
      purchaser of Units.
      Nothing
      contained herein or in any Transaction Document, and no action taken by any
      purchaser of Units
      pursuant
      thereto, shall be deemed to constitute such purchasers as a partnership, an
      association, a joint venture, or any other kind of entity, or create a
      presumption that the purchasers of Units
      are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated by the Transaction Document. I/we acknowledge that
      no
      other purchaser of Units
      has
      acted
      as agent for me/us in connection with making my/our investment hereunder and
      that no other purchaser of Units
      will
      be
      acting as my/our agent in connection with monitoring my/our investment in the
      Units
      or
      enforcing my/our rights under the Transaction Documents. I/we shall be entitled
      to independently protect and enforce my/our rights, including without limitation
      the rights arising out of this Agreement or out of the other Transaction
      Documents, and it shall not be necessary for any other purchaser of Units
      to
      be
      joined as an additional party in any proceeding for such purpose.

    


    2.6 Due
      Authority, Etc.
      If we
      are a corporation, partnership, limited liability company, trust, estate, or
      other entity: (a) we are duly organized, validly existing, and in good standing
      under the laws of the jurisdiction of our formation and have all requisite
      power
      and authority to own our properties and assets and to carry on our business,
      and
      at Triangle Petroleum's request, will furnish it with copies of our
      organizational documents, (b) we have the requisite power and authority to
      execute the Transaction Documents and to carry out the transactions contemplated
      hereby, (c) our execution and performance of the Transaction Documents do not
      and will not result in any violation of, or conflict with, any term of our
      charter, bylaws, partnership agreement, operating agreement or regulations,
      or
      indenture of trust, as the case may be, or any instrument to which we are a
      party or by which we are bound or any law or regulation applicable to us, (d)
      our execution and performance of the Transaction Documents has been duly
      authorized by all necessary corporate, partnership, or other action, (e) we
      were
      not specifically formed to invest in Triangle Petroleum, and (f) the individual
      who has executed the Transaction Documents on our behalf was duly authorized
      to
      do so by all requisite corporate, partnership, or other action and, on request
      of Triangle Petroleum, we will furnish appropriate evidence of the authority
      of
      such individual to act on our behalf.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    2.7 Valid
      Obligation.
      This
      Agreement has been duly executed and delivered me/us or on our behalf and,
      if
      and when accepted by Triangle Petroleum, in whole or in part, will constitute
      my/our legal, valid, and binding obligations, enforceable in accordance with
      their respective terms (except as limited by principles of equity or bankruptcy,
      insolvency, or other similar laws affecting enforcement of creditors' rights
      generally).

    


    2.8 ERISA
      Matters.
      If we
      are an employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"):

    


    (a) We
      and
      our plan fiduciaries are not affiliated with, and are independent of Triangle
      Petroleum, and are informed of and understand Triangle Petroleum's investment
      objectives, policies, and strategies.

    


    (b) We
      represent that the purchase of the Units will not involve any transaction that
      is subject to the prohibition of Section 406 of ERISA or in connection with
      which a penalty could be imposed under Section 502(i) of ERISA or a tax could
      be
      imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as
      amended (the "Code").

    


    (c)
       The
      trustee or other plan fiduciary directing the investment:

    


    (i) in
      making
      the proposed investment, is aware of and has taken into consideration the
      diversification requirements of Section 404(a)(1)(C) of ERISA; and

    


    (ii) has
      concluded that the proposed investment in Triangle Petroleum is prudent and
      is
      consistent with the other applicable fiduciary responsibilities under
      ERISA.

    


    (d) This
      Agreement has been duly executed on our behalf by a duly designated Named
      Fiduciary (within the meaning of Section 402(a)(2) of ERISA).

    


    (e) If
      we are
      an individual retirement account (IRA) or employee benefit plan not subject
      to
      Title I of ERISA, such as a governmental or church plan, the owner of the
      individual retirement account or other fiduciary directing the investment of
      the
      plan has concluded that the proposed investment in Units is prudent and
      consistent with its fiduciary responsibilities, if any.

    


    2.9 Fees
      and Commissions.
      No fees
      or commissions have been paid or are payable by me/us in connection with this
      Agreement and the issuance of Units to me/us.

    


    3. Registration
      Rights Agreement; Power of Attorney.
      I/we
      further agree to be bound by the terms of and hereby execute the Registration
      Rights Agreement between Triangle Petroleum and the purchasers of the Units
      of
      Triangle Petroleum being offered pursuant to the Offering (the "Registration
      Rights Agreement").
      By
      signing below, I/we irrevocably constitute and appoint Canaccord Adams Inc.,
      a
      Delaware corporation ("Canaccord"),
      as
      my/our true and lawful agent and attorney-in-fact with full power of
      substitution and full power and authority in my/our name, place, and stead
      to
      execute and deliver the Registration Rights Agreement and to take such actions
      as may be necessary or appropriate to carry out the terms of the Registration
      Rights Agreement. The power of attorney hereby granted will be deemed coupled
      with an interest, will be irrevocable, and will survive and not be affected
      by
      my/our subsequent death, incapacity, dissolution, insolvency, or termination
      or
      any delivery by me/us of an assignment in whole or in part of my/our Units.
      The
      foregoing power of attorney may be exercised by Canaccord either by signing
      separately or jointly as attorney-in-fact for each or all of the subscribers
      for
      the Units or by a single signature of Canaccord acting as attorney-in-fact
      for
      all of them. Triangle Petroleum may rely and act upon any writing believed
      in
      good faith to be signed by Canaccord or any authorized representative of
      Canaccord, and may assume that all actions of Canaccord and any authorized
      representative of Canaccord have been duly authorized by me/us.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    4.  Preemptive
      Rights.
      

    


    4.1 Subsequent
      Offerings.
      In the
      event Triangle Petroleum issues and sells (i) any common stock, $.00001 par
      value per share, of Triangle Petroleum ("Common
      Stock"),
      (ii) any security convertible, with or without consideration, into any
      Common Stock (including any option to purchase such a convertible security),
      (iii) any security carrying any warrant or right to subscribe to or
      purchase any Common Stock, or (iv) any such warrant or right (clauses (i) -
      (iv) referred to hereinafter as "Equity
      Securities")
      other
      than the Equity Securities excluded by Section 4.5 hereof at a price per share
      or conversion or exercise price per share, as the case may be, that is less
      than
      $1.40 per Share, each Holder (as defined below) who qualifies as an "accredited
      investor" within the meaning of Rule 501(a) of Regulation D under the Act (an
      "Eligible
      Holder")
      shall
      have a preemptive right to purchase such number of shares of Equity Securities
      necessary for such Eligible Holder to maintain its percentage ownership position
      in Triangle Petroleum. Each Eligible Holder's preemptive share is equal to
      the
      ratio of (a) the number of shares of Triangle Petroleum's Common Stock of which
      such Eligible Holder is deemed to be a holder immediately prior to the issuance
      of such Equity Securities to (b) the total number of shares of Triangle
      Petroleum's outstanding Common Stock (including all shares of Common Stock
      issued or issuable upon conversion of any security of Triangle Petroleum or
      upon
      the exercise of any outstanding warrants, options, or rights to subscribe to
      or
      purchase any Common Stock or other security of Triangle Petroleum) immediately
      prior to the issuance of the Equity Securities. For purposes of this Section
      4,
      "Holder"
      is
      defined as me/us, or any of my/our successors or Permitted Assignees (as defined
      below), who acquire rights in accordance with this Agreement with respect to
      the
      Registrable Securities (as defined below) directly or indirectly from me/us
      or
      any Permitted Assignee. "Permitted
      Assignee"
      means
      (a) with respect to a partnership, its partners or former partners in
      accordance with their partnership interests, (b) with respect to a
      corporation, its shareholders in accordance with their interest in the
      corporation, (c) with respect to a limited liability company, its members
      or former members in accordance with their interest in the limited liability
      company, (d) with respect to an individual party, any Family Member (as
      defined below) of such party, (e) an entity that is controlled by, controls,
      or
      is under common control with a transferor, or (f) a party to this Agreement.
      "Family
      Member"
      means
      (a) with respect to any individual, such individual's spouse, any descendants
      (whether natural or adopted), any trust all of the beneficial interests of
      which
      are owned by any of such individuals or by any of such individuals together
      with
      any organization described in Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended, the estate of any such individual, and any corporation,
      association, partnership, or limited liability company all of the equity
      interests of which are owned by those above described individuals, trusts,
      or
      organizations and (b) with respect to any trust, the owners of the beneficial
      interests of such trust. "Registrable
      Securities"
      means
      the Warrant Shares excluding
      (A) any
      Registrable Securities that have been publicly sold or may be publicly sold
      immediately without registration under the Act either pursuant to Rule 144(b)
      of
      the Act or otherwise; (B) any Registrable Securities sold by a person in a
      transaction pursuant to a registration statement filed under the Act; or (C)
      any
      Registrable Securities that are at the time subject to an effective registration
      statement under the Act. 

    


    4.2 Exercise
      of Preemptive Rights.
      If
      Triangle Petroleum issues any Equity Securities in a transaction to which the
      preemptive rights set forth in Section 4.1 apply, it shall give each Eligible
      Holder written notice of such issuance, describing the Equity Securities and
      the
      price and the terms and conditions upon which Triangle Petroleum issued the
      same
      and shall provide each Eligible Holder with access to any information regarding
      such offering and Triangle Petroleum, provided to the purchasers of Equity
      Securities. Each Eligible Holder shall have ten business days from the giving
      of
      such notice to exercise its preemptive right to purchase Equity Securities
      for
      the price and upon the terms and conditions specified in the notice by giving
      written notice to Triangle Petroleum and stating therein the quantity of Equity
      Securities to be purchased. Notwithstanding the foregoing, Triangle Petroleum
      shall not be required to offer or sell such Equity Securities to any Holder
      who
      would cause Triangle Petroleum to be in violation of applicable federal
      securities laws by virtue of such offer or sale.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    4.3 Issuance
      of Equity Securities to Other Persons.
      Triangle Petroleum shall have 90 days after expiration of the ten business
      day
      period set forth in Section 4.2 above to sell the Equity Securities in respect
      of which the Holders' rights were not exercised, at a price and upon general
      terms and conditions materially no more favorable to the purchasers thereof
      than
      specified in Triangle Petroleum's notice to the Eligible Holders pursuant to
      Section 4.2 above. If Triangle Petroleum has not sold such Equity Securities
      within 90 days of the notice provided pursuant to Section 4.2 above, Triangle
      Petroleum shall not thereafter issue or sell any Equity Securities, without
      first offering such securities to the Eligible Holders in the manner provided
      above.

     

    4.4 Termination
      and Waiver of Preemptive Rights.
      The
      preemptive rights established by this Section 4 shall terminate twelve months
      after the closing.

     

    4.5 Excluded
      Securities.
      The
      preemptive rights established by this Section 4 shall have no application to
      any
      of the following Equity Securities:

     

    (a) shares
      of
      Common Stock (and/or options, warrants or other Common Stock purchase rights
      issued pursuant to such options, warrants or other rights) issued or to be
      issued after the date hereof to employees, officers or directors of, or
      consultants or advisors to Triangle Petroleum or any subsidiary, pursuant to
      stock purchase or stock option plans or other arrangements that are approved
      by
      the board of directors of Triangle Petroleum;

     

    (b) capital
      stock of Triangle Petroleum issued or issuable pursuant to any rights or
      agreements outstanding as of the date of this Agreement, options and warrants
      outstanding as of the date of this Agreement, and capital stock issued pursuant
      to or upon the exercise of any such rights or agreements granted after the
      date
      of this Agreement; provided that in the case of rights or agreements granted
      after the date of this Agreement, the pre-emptive right established by this
      Section 4 applied with respect to the initial sale or grant by Triangle
      Petroleum of such rights or agreements and such rights or agreements were
      approved by the board of directors of Triangle Petroleum;

    


    (c) shares
      of
      Common Stock issued in connection with any stock split, dividend, combination,
      distribution, or recapitalization; or

    


    (d) any
      Equity Securities issued (i) for consideration other than cash in connection
      with any merger, consolidation, strategic alliance, acquisition, or similar
      business combination approved by the board of directors of Triangle Petroleum
      or
      (ii) any public offering registered with the Commission under the
      Act.

    


    5.  Waiver,
      Amendment, Binding Effect.
      Neither
      this Agreement nor any provisions hereof shall be modified, changed, discharged,
      or terminated except by an instrument in writing, signed by the party against
      whom any waiver, change, discharge, or termination is sought. The provisions
      of
      this Agreement shall be binding upon and accrue to the benefit of the parties
      hereto and their respective heirs, legal representatives, successors, and
      assigns.

    


    6.  Assignability.
      Neither
      this Agreement nor any right, remedy, obligation, or liability arising hereunder
      or by reason hereof shall be assignable by Triangle Petroleum or me/us without
      the prior written consent of the other.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    7. Applicable
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      NEW
      YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
      THEREOF.

    


    8. 
      Counterparts.
      This
      Agreement may be executed in any number of counterparts and by facsimile, each
      of which when so executed and delivered shall be deemed to be an original and
      all of which together shall be deemed to be one and the same
      agreement.

    


    9. Notices.
      All
      notices and other communications provided for herein shall be in writing and
      shall be deemed to have been duly given if delivered personally or sent by
      registered or certified mail, return receipt requested, postage
      prepaid:

    


    (a) If
      to
      Triangle Petroleum, to it at the following address:

    


    Triangle
      Petroleum Corporation

    Suite
      1250

    521 –
      3rd
      Avenue
      S.W.

    Calgary,
      AB Canada

    T2P
      3T3

    Attn:
      Mark Gustafson

    


    
      
        (b)
          If
          to
          me/us at the address

      

    

    set
      forth
      on the signature page hereto; 

    


    or
      at
      such other address as either party shall have specified by notice in writing
      to
      the other.

    


    10. Survival.
      All
      representations, warranties, and covenants contained in this Agreement shall
      survive (i) the acceptance of the Subscription by Triangle Petroleum, (ii)
      changes in the transactions, documents and instruments described in the
      Memorandum, and (iii) my death or disability.

    


    11. Notification
      of Changes.
      I/we
      hereby covenant and agree to notify Triangle Petroleum upon the occurrence
      of
      any event prior to the closing of the purchase of the Units pursuant to this
      Agreement, which would cause any representation, warranty, or covenant by me/us
      contained in this Agreement to be false or incorrect.

    


    12. Purchase
      Payment.
      The
      purchase price is being paid herewith by delivery of either cash or check
      payable to "Triangle
      Petroleum Corporation -
      Escrow
      Account." All payments made as provided in this Paragraph 11 shall be deposited
      as soon as practicable and held in a segregated escrow account until the earlier
      to occur of (a) the sale of all of the securities in this Offering or (b) the
      termination of this Offering.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    TRIANGLE
      PETROLEUM CORPORATION

    Subscription
      Agreement

    Signature
      Page

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      _____________, 2008.

    


    
      	
              NUMBER
                OF UNITS SUBSCRIBED FOR:

            	 	 	
                
                

            	 
	
              AMOUNT
                OF SUBSCRIPTION ($1.40 PER UNIT): 

            	 	
              $

            	
                
                

            	 


    

    


    NAME
      OF
      SUBSCRIBER(S):

    


    
      	
              (1)

            	   
	 	
              Signature:

            	 

	 	
              (Please
                print name)

            	 	
              Date:

            	 

	 	 	 	
              Name:

            	 

	 	 	 	
              Title:

            	 



    

    


    Joint
      Tenant/Tenant in Common (if applicable):

    


    
      	
              (2)

            	  
	 	
              Signature:
                

            	 

	 	
              (Please
                print name)

            	 	
              Date:
                

            	 



    

    


    ADDRESS
      (including mailing address, if applicable):

     

    
      	
               
                

            	 	
               
                

            
	
               
                

            	 	
               
                

            
	
               
                

            	 	
               
                

            


    

    


    
      	
              TAXPAYER I.D. NUMBER OR SOCIAL SECURITY

            	 
	
              NUMBER
                OF EACH SUBSCRIBER:

            	
                
                

            
	 	
                
                

            


    

    


    TYPE
      OF
      OWNERSHIP:

    


    
      	 	
              ( 
                 )

            	
              Individual

            


    

    
      	 	
              (  
                )

            	
              Tenants
                in common

            


    

    
      	 	
              (  
                )

            	
              Joint
                tenants with right of survivorship

            


    

    
      	 	
              (  
                )

            	
              Community
                property (check only if resident of community property
                state)

            


    

    
      	 	
              (  
                )

            	
              Partnership
                (1)

            


    

    
      	 	
              (  
                )

            	
              Corporation
                (2)

            


    

    
      	 	
              (  
                )

            	
              Trust
                (3)

            


    

    
      	 	
              (  
                )

            	
              Limited
                Liability Company (4)

            


    

    
      	 	
              (  
                )

            	
              Employee
                Benefit Plan under ERISA

            


    

    
      	 	
              (  
                )

            	
              Other
                (please
                specify:____________________)

            


    

    ________________

    
      	
              1.

            	
              Please
                enclose a copy of the partnership agreement and a current list of
                all
                partners.

            


    

    
      	
              2.

            	
              Please
                enclose a copy of the articles or certificate of incorporation, bylaws,
                and a resolution authorizing this investment and indicating the authority
                of the signatory hereto.

            


    

    
      	
              3.

            	
              Please
                enclose a copy of the trust
                instrument.

            


    

    
      	
              4.

            	
              Please
                enclose a copy of the articles of formation and members' agreement
                or
                regulations.

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    REMITTANCE
      INSTRUCTIONS

    


    Please
      check one of the options below to indicate your method of payment, sign and
      date
      the form, and return it to Canaccord Adams Inc., with remittance if appropriate.
      Your remittance must be received no later than May 29, 2008, unless the date
      for
      payment is extended.

    


    
      
        

      

    

    


    
      	
              _____

            	
              I
                have an account with Canaccord Adams Inc. and wish to pay the amount
                of my
                investment from such account:

            


    

    


    
      	 	 	 	
              To
                Canaccord Adams Inc.: Please accept this letter as 

              your
                authorization to pay $_____________ to "Triangle 

              Petroleum
                Corporation - Escrow Account" from my 

              account
                number _________________.

            


    

    


    
      
 


    
      	
              _____

            	
              Attached
                is my check payable to "Triangle Petroleum Corporation - Escrow Account"
                in the amount of my investment.

            


    

    


    
      

    

     

    
      	
              _____

            	
              I
                will wire the amount of my investment on (date) ______________, using
                the
                following wiring instructions:

            


    

    


    
      	
              Bank:
                

            	
              Southwest
                Securities, FSB

            
	 	 	 
	
              ABA
                #: 

            	
              311993149

            	 
	
              Account
                Name:

            	
              Triangle
                Petroleum Corporation, Southwest Securities, FSB Escrow
                Agent

            
	
              Account
                #:

            	
              7000345965

            
	
              FBO:

            	   
	 
	 	
              (Investor
                Name)

            	 


    

    


    
      	Signed:
              	
               
                

            	 	Dated:
              	
               
                

            
	Name:	
               
                

            	 	 	 
	 	
              Please
                Print Name

            	 	 	 


    


    Please
      include this form with your subscription documents.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    TRIANGLE
      PETROLEUM CORPORATION

    Acceptance
      of Subscription

     

    
      	
              Agreed
                and accepted as to $____________________________

            	 	
              Dated:___________________

            


    

     

    
      	
              TRIANGLE
                PETROLEUM CORPORATION

            
	 	 
	
              By:

            	  

	
              Name:

            	 

	
              Its:

            	 



    

    


    
      
        
        

      

      
        11