Exhibit
10.18


 


SECURITIES
PURCHASE AGREEMENT


 


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”).


 


WHEREAS,
the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors: (i) 8% senior secured
convertible notes in the form of Appendix B hereto (each, a “Note” and collectively, the “Notes”)
in an aggregate principal amount of up to $4,500,000.00, (ii) warrants to purchase shares of the Common Stock, in the form of Appendix
C hereto (each, a “Warrant” and collectively, the “Warrants”), subject to adjustments and
limitations as provided therein, and (iii) an amount of shares of Common Stock equal to 25% of the initial principal amount of each Investor’s
Note divided by the Offering Price (the “Commitment Shares”), to be issued upon the date of the Company’s initial
public offering; and


 


WHEREAS,
the Company and Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), afforded by the provisions of Section 4(a)(2) and/or
Rule 506(b) of Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission.


 


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 Investor agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Section
1.01. Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings
set forth in this Agreement.


 


“$”
means United States Dollars.


 


“Action”
shall have the meaning ascribed to such term in Section 3.01(i).


 


“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 Saturday, 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 of are authorized or required by law or other governmental action to close. If the last or appointed
day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action
may be taken or such right may be exercised on the next succeeding Business Day.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.01.


 


“Closing
Date” means for any Securities, the Business Day when all of the Transaction Documents for such Securities have been executed
and delivered by the applicable parties thereto, and conditions precedent to: (i) the applicable Investors’ obligations to pay
the Subscription Amount and (ii) the Company’s obligations to deliver such Securities have been satisfied or waived.


 




    	 



     


    

 


“Commission”
means the United States Securities and Exchange Commission.


 


“Commitment
Shares” has the meaning set forth in the above recitals to this Agreement.


 


“Common
Stock” means the common stock of the Company, and any other class of securities into which such securities may hereafter be
reclassified or changed.


 


“Common
Stock Equivalent” means any convertible security or warrant, option or other right to subscribe for or purchase any additional
shares of Common Stock or any convertible security.


 


“Confidential
Investor Questionnaire” means the Confidential Investor Questionnaire attached as Appendix A hereto.


 


“Conversion
Shares” has the meaning provided in the Notes.


 


“Conversion
Price” has the meaning provided in the Notes.


 


“Exempt
Issuance” means the issuance of: (i) shares of Common Stock or options to employees, officers, or directors of the Company
pursuant to any stock or option plan duly adopted by a majority of the Board of Directors of the Company or a majority of the members
of a committee of directors established for such purpose, and (ii) shares of Common Stock issued to an Investor in repayment of interest
under any Note as agreed upon by the Company and the applicable Investor.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.01(g).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.01(n).


 


“Lead
Investor” means GenCap Fund I LLC.


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.01(c).


 


“Liens”
shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Liquidity
Event” has the meaning provided in the Notes.


 


“Material
Adverse Effect” shall have the meaning ascribed to such term in Section 3.01(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.01(l).


 


“Notes”
means the 8% senior secured convertible notes issued by the Company to the Investors hereunder, in the form of Appendix B
attached hereto.


 


“Offering
Price” means the market price of the Company’s Common Stock on the date of its initial public offering in connection
with the Liquidity Event.


 




    	 



     


    

 


“Person”
means an individual or corporation, partnership, trust, incorporated or un-incorporated association, joint-venture, limited liability
company, joint-stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


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


 


“Registration
Rights Agreement” means the Registration Rights Agreement in the form of Appendix E attached hereto.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.01(e).


 


“Required
Minimum” means, as of any date, upon the request of the Holder, the amount of the Conversion Shares as determined by the Lead
Investor in its reasonable discretion and 200% of the maximum aggregate number of shares of Underlying Securities then issued or potentially
issuable in the future pursuant to the conversion of all Notes (including Underlying Securities issuable as payment of interest on the
Notes) or exercise of the Warrants, ignoring any conversion or exercise limits set forth therein.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities”
means the Commitment Shares, the Notes, the Conversion Shares, the Warrants, and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement, dated as of the date hereof, in the form of Appendix D, attached hereto.


 


“State
Securities Laws” the securities (“blue sky”) rules, regulations, or other similar laws of a particular state.


 


“Subscription
Amount” means, as to each Investor, the aggregate amount to be paid for Securities purchased hereunder as specified below such
Investor’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
Dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Section 3.01(a) and shall, where applicable, include any direct or indirect subsidiary
of the Company formed or acquired after the date hereof.


 


“Termination
Date” means a date determined by the Company.


 


“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, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the OTC
Bulletin Board, OTCQB or the Pink Sheets (or any successors to any of the foregoing).


 




    	 



     


    

 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Security Agreement, the Registration Rights Agreement, and all
appendices, exhibits and schedules hereto and thereto and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” shall mean Vstock Transfer, LLC.


 


“Underlying
Securities” means the Conversion Shares and the Warrant Shares.


 


“Warrants”
means the warrants issued by the Company to the Investors hereunder, in the form of Appendix C attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants.


 


ARTICLE
II


PURCHASE
AND SALE


 


Section
2.01 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Investors, severally and not
jointly, agree to purchase the Securities. At the Closing, the Investors shall deliver, via wire transfer, immediately available funds
equal to the Investors’ aggregate Subscription Amounts to the Company and the Company shall deliver to each Investor its respective
Note. The Company and each Investor shall deliver the other items set forth in Section 2.02 deliverable at the Closing. Upon satisfaction
of the conditions set forth in Section 2.02 and Section 2.03, the Closing shall occur at the offices of the Lead Investor’s
counsel, or such other location as the parties shall mutually agree. The Company may conduct multiple closings for the sale of the Securities.
The Closing Date for any Securities shall be the date indicated on the applicable Investor signature pages attached hereto and the final
Closing Date shall be no later than the Termination Date.


 


Section
2.02 Closing Deliverables.


 


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


 


	 	(i)	this Agreement, including
  a fully completed Annex A attached hereto, duly executed by such Investor;
	 	 	 
	 	(ii)	such Investor’s Subscription
  Amount by wire transfer to counsel of the Lead Investor pursuant to the wiring instructions set forth in Section 2.03(c); and
	 	 	 
	 	(iii)	a duly completed and signed
  Confidential Investor Questionnaire, a copy of which is attached hereto as Appendix A.




 


(b)
By the Company. On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Lead Investor the following:


 


	 	(i)	this Agreement, duly executed
  by an authorized officer of behalf of the Company;




 




    	 



     


    

 


	 	(ii)	a Note, the form of which
  is attached hereto as Appendix B, with a principal amount equal to such Investor’s Subscription Amount, registered
  in the name of such Investor, or its designee, duly executed by an authorized officer of behalf of the Company;
	 	 	 
	 	(iii)	a Warrant, the form of which
  is attached hereto as Appendix C, to purchase an amount of shares of Common Stock (without regard for any beneficial
  ownership limitations), registered in the name of such Investor, or its designee, duly executed by an authorized officer of behalf
  of the Company;
	 	 	 
	 	(iv)	the Security Agreement, the
  form of which is attached hereto as Appendix D, duly executed by an authorized officer of behalf of the Company;
	 	 	 
	 	(v)	the Registration Rights Agreement,
  the form of which is attached hereto as Appendix E, duly executed by an authorized officer of behalf of the Company;
	 	 	 
	 	(vi)	an Escrow Agreement, executed
  by the Company, in connection with which the Company shall have issued to each Investor and delivered to the escrow agent thereunder
  (the “Escrow Agent”), the amount of shares of Common Stock provided for therein (the “Escrowed Shares”);
	 	 	 
	 	(vii)	evidence satisfactory to
  the Lead Investor that the Escrowed Shares have been delivered to the Escrow Agent; and
	 	 	 
	 	(viii)	an officer’s certificate
  of the Company certifying the Company’s: (a) certified charter (or similar formation document); (b) good standing certificate
  in its state of incorporation (or formation); (c) bylaws (or similar governing document); (d) resolutions of its Board of Directors
  (or similar governing body) approving and authorizing the execution, delivery and performance of the Transaction Documents and the
  transactions contemplated thereby.




 


Section
2.03 Closing Conditions.


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


	 	(i)	the accuracy in all material
  respects on the Closing Date of each Investor’s representations and warranties contained herein;
	 	 	 
	 	(ii)	all obligations, covenants
  and agreements of each Investor required to be performed at or prior to the Closing Date shall have been performed; and
	 	 	 
	 	(iii)	the delivery by each Investor
  of the items set forth in Section 2.02(a) of this Agreement.




 




    	 



     


    

 


(b)
The respective obligations of the Investors hereunder in connection with the Closing are subject to the following conditions being met
(it being understood that the Investors may waive any of the conditions for any Closing hereafter):


 


	 	(i)	the
                                            accuracy in all material respects (or, to the extent representations or warranties are qualified
                                            by materiality or Material Adverse Effect, in all respects) when made and on the Closing
                                            Date of the representations and warranties of the Company contained herein (unless as of
                                            a specific date therein in which case they shall be accurate as of such date);
	 	 	 
	 	(ii)	all
                                            obligations, covenants and agreements of the Company required to be performed at or prior
                                            to the Closing Date shall have been performed;
	 	 	 
	 	(iii)	the
                                            delivery by the Company of the items set forth in Section 2.02(b) of this Agreement;
                                            and
	 	 	 
	 	(iv)	there
                                            shall have been no Material Adverse Effect with respect to the Company since the date hereof.



 


Section
2.04 Post Closing Deliverables. No later than April 28, 2022, the Company shall cause to be delivered to such other mortgages,
deeds of trust, and other security agreements that are necessary in the opinion of the Lead Investor’s counsel to provide a perfected
first priority security interest in the assets of the Company. Failure to deliver the foregoing shall constitute an Event of Default
under the Notes.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES


 


Section
3.01 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each
Investor as of the date hereof:


 


(a)
Subsidiaries. It has no Subsidiaries.


 


(b)
Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the
provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approvals.
Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered
in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) in so far
as indemnification and contribution provisions may be limited by applicable law.


 




    	 



     


    

 


(d)
No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the
issuance and sale of the Securities and the consummation by it of the other transactions contemplated hereby and thereby do not and will
not: (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational or
charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,
debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which
any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company is subject (including federal and State Securities Laws and regulations), or by which any property or asset of the Company
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) such consents,
waivers, or authorizations as have been obtained before the Closing and (ii) the filing of Form D with the Commission and such filings
as are required to be made under applicable State Securities Laws (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. The Commitment Shares, the Conversion Shares and Warrant Shares, when issued in accordance with the
terms of this Agreement, the Notes or Warrants, as applicable, will be validly issued, fully paid and nonassessable shares of Common
Stock of the Company, free and clear of all Liens other than restrictions on transfer provided for in this Agreement. The Company has
reserved from its duly authorized and unissued capital stock, a number of shares of Common Stock for issuance (i) upon the conversion
of the Notes or exercise of the Warrants, and (ii) upon the date of the Company’s initial public offering, at least equal to the
Required Minimum on the date hereof.


 


(g)
Financial Statements; No Undisclosed Liabilities. The financial statements of the Company made available to the Investors have
been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and fairly
present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. The Company has no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement
of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise, required to be reflected in financial statements
in accordance with GAAP, which individually or in the aggregate: (a) has not been reflected in the latest balance sheet included in the
financial statements, or (b) has not arisen (i) in the ordinary course of business, consistent with past practices, since the date of
the latest balance sheet included in the financial statements in an amount that does not exceed $25,000 in any one case or $100,000 in
the aggregate, (ii) pursuant to or in connection with this Agreement or the other transactions contemplated hereby or (c) are not executory
performance obligations to be performed after the date hereof in the ordinary course of business pursuant to agreements of the Company
that were entered into in the ordinary course of business, consistent with past practices.


 




    	 



     


    

 


(h)
Material Changes. Since the date of the latest financial statements made available to the Investors: (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company equity incentive plans.


 


(i)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which: (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities,
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or State Securities Laws or a claim of breach of fiduciary duty.


 


(j)
Labor Relations. There are no labor disputes existing or, to the knowledge of the Company, imminent with respect to any of the
employees of the Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees
is a member of a union that relates to such employee’s relationship with the Company, and the Company is not a party to a collective
bargaining agreement, and the Company believes that its relationships with its employees are good. No executive officer to the knowledge
of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non- competition agreement, or any other contract or agreement or any restrictive covenant in
favor of any third party, and the continued employment of each such executive officer does not subject the Company to any liability with
respect to any of the foregoing matters. To the best of the Company’s knowledge, it is in compliance with all U.S. federal, state,
local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


(k)
Compliance. The Company is unaware of, and to the best of its knowledge: (i) is neither in default under nor in violation of (and
no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under),
nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not
such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii)
is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign,
federal, state and local laws applicable to its business and all such laws that affect the environment, except in each of the foregoing
cases as could not have or reasonably be expected to result in a Material Adverse Effect.


 




    	 



     


    

 


(l)
Regulatory Permits. The Company, to its knowledge, possesses all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits
could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Company has
not received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


(m)
Title to Assets. The Company has good and marketable title to all real property and good and marketable title in all personal
property owned by it that, in each case, is material to the business of the Company, in each case free and clear of all Liens, except
for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be
made of such property by the Company and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent
nor subject to penalties in any material respect, and except for the contingent payment obligations of the Company under that certain
Purchase and Sale Agreement by and between the Company and Trio Petroleum LLC, dated as of September 14, 2021. Any real property and
facilities held under lease by the Company is held by it under valid, subsisting, and enforceable leases with which the Company is in
compliance.


 


(n)
Patents and Trademarks. (i) The Company, to its knowledge, has, or has rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights as necessary or material for use in connection with its business and which the failure to so have could reasonably
be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”), (ii) the Company
has not received a notice (written or otherwise) that any of the Intellectual Property Rights violates or infringes upon the intellectual
property rights of any Person, (iii) to the knowledge of the Company, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights, except where the failure to be so enforceable
or for such infringements as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and
(iv) the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual
properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(o)
Transactions with Officers, Directors and Employees. Except with respect to a contract operating agreement with Trio Petroleum
LLC and its associates that is currently under negotiation, and except for Theseus Capital LTD that is an Investor hereunder and whose
primary owner is also an owner in and an officer/Director of the Company, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for
services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for: (i) payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee
benefits, including stock option agreements under any stock option plan of the Company.


 




    	 



     


    

 


(p)
Certain Fees. Other than fees, commissions, and expense reimbursement payable to the EF Hutton, division of Benchmark Investments,
LLC, which include a cash fee equal to 8.0% of the proceeds in this offering and certain non-accountable expenses, brokerage or finder’s
fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents other than the Cash Fee. The
Investors shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section 3.01(p) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(q)
Private Placement. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.02, no
registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investors as contemplated
hereby.


 


(r) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not be an “investment company” subject to
registration under the Investment Company Act of 1940, as amended.


 


(s) Registration
Rights. Other than the Holder, no Person has any right to demand the Company to file a registration statement under the
Securities Act covering the sale of any securities of the Company.


 


(t) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or
the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the
Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a
result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.


 


(u)
Disclosure. Except with respect to: (i) the material terms and conditions of the transactions contemplated by the Transaction
Documents, and (ii) information given to the Investors, if any, which the Company hereby confirms will not constitute material non-public
information six (6) months from the date hereof, the Company confirms that neither it nor any other Person acting on its behalf has provided
any of the Investors or their agents or counsel with any information that it believes constitutes or might constitute material, nonpublic
information. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting transactions
in securities of the Company. All disclosure furnished by or on behalf of the Company to the Investors regarding the Company, its business
and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not misleading.


 


(v)
No Integrated Offering. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.02,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration of any such
securities under the Securities Act.


 




    	 



     


    

 


(w)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking
into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts
are required to be paid. The Company does not intend after the Closing Date to incur debts beyond its ability to pay such debts as they
mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one (1) year from the Closing Date. The Company is not in default with respect to any Indebtedness. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess
of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other
contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business, and (z) the present value of any lease payments in excess of $50,000 due
under leases required to be capitalized in accordance with GAAP.


 


(x)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company has filed all necessary federal, state, and foreign income and franchise tax returns and has paid
or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened
against the Company.


 


(y)
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising, or other means listed under Rule 502(c) of Regulation D promulgated under
the Securities Act. The Company has offered the Securities for sale only to the Investors and certain other “accredited investors”
within the meaning of Rule 501(a) of Regulation D under the Securities Act.


 


(z)
Intentionally Omitted.


 


(aa)
Insurance. The Company does not have any insurance coverage. The Company has no reason to believe that it will not be able to
obtain coverage from insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent
and customary in the business in which the Company is engaged, including, but not limited to, directors and officers insurance coverage
at least equal to the aggregate Subscription Amount.


 


(bb)
Acknowledgment Regarding Investors’ Purchase of Securities. The Company acknowledges and agrees that each of the Investors
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. The Company further acknowledges that no Investor, except with respect to Theseus Capital LTD that is an Investor
hereunder and whose primary owner is also an owner in and an officer/Director of the Company, is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Investors’ purchase of the Securities. The Company further represents
to each Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely
on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




    	 



     


    

 


(cc)
No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405
under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),
and has furnished to the Investors a copy of any disclosures provided thereunder.


 


(dd)
Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.


 


(ee)
Notice of Disqualification Events. The Company will notify the Investors in writing, prior to the Closing Date of: (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Issuer Covered Person.


 


(ff)
Foreign Corrupt Practices. The Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the
Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses
related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees
or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made
by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of
law, or (iv) violated in any material respect any provision of FCPA.


 


(gg)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(hh)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Investor’s request.


 


(ii)
Bank Holding Company Act. Neither the Company nor any of its Affiliates is subject to the Bank Holding Company Act of 1956, as
amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Affiliates owns or controls, directly or indirectly, five percent (5%) or more
of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any
entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Affiliates exercises
a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve.


 




    	 



     


    

 


(jj)
Money Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money
laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and
no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


Section
3.02 Representations and Warranties of the Investors.


 


Each
Investor, for itself and for no other Investor, hereby represents and warrants as of the date hereof and as of the Closing Date to the
Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


(a)
Authority; Organization. Such Investor has full power and authority (and, if such Investor is an individual, the capacity) to
enter into this Agreement and to perform all obligations required to be performed by it hereunder. If an entity, Such Investor is an
entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right,
corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carryout its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or
similar action on the part of such Investor. Each Transaction Document to which it is a party has been duly executed by such Investor,
and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of
such Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies,
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)
Own Account. Such Investor understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable State Securities Law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
State Securities Law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
State Securities Law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities (this representation and warranty not limiting such Investor’s right to sell the Securities in
compliance with applicable federal and State Securities Laws) in violation of the Securities Act or any applicable State Securities Law.
Such Investor is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose
of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration
of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration
provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates representing the Securities will
bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates shall not be required to
give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.


 




    	 



     


    

 


(d)
Investor Status. Such Investor is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities
Act. The undersigned agrees to furnish any additional information requested by the Company or any of its Affiliates to assure compliance
with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities. The undersigned has
completed the Confidential Investor Questionnaire contained in Appendix A and the information contained therein is complete
and accurate as of the date thereof and is hereby affirmed as of the Closing Date. Any information that has been furnished or that will
be furnished by the undersigned to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation
or material omission.


 


(e)
Experience of Such Investor. Such Investor, either alone or together with its representatives, has such knowledge, sophistication,
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)
No Trading Market. Such Investor acknowledges that there is currently no Trading Market for the Securities and Underlying Securities
and that none is expected to develop for the Securities and the Underlying Securities unless a Liquidity Event occurs.


 


(g)
General Solicitation. Such Investor undersigned acknowledges that neither the Company nor any other person offered to sell the
Securities to it by means of any form of general solicitation or advertising, including, but not limited to: (i) any advertisement, article,
notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any
seminar or meeting whose attendees were invited by any general solicitation or general advertising.


 


(h)
Confidentiality. Other than to other Persons party to this Agreement and its advisors who have agreed to keep information confidential
or have a fiduciary obligation to keep such information confidential, such Investor has maintained the confidentiality of all disclosures
made to it in connection with the transaction (including the existence and terms of this transaction).


 


(i)
Foreign Investor. If such Investor is not a United States person, such Investor represents that it has satisfied itself as to
the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this
Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.
The Investor further represents that its payment for, and its continued beneficial ownership of the Securities, will not violate any
applicable securities or other laws of its jurisdiction.


 


(j)
Information from Company. Such Investor and its investment managers, if any, have been afforded the opportunity to obtain any
information necessary to verify the accuracy of any representations or information presented by the Company in this Agreement and have
had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the offering
and sale of the Securities and anything set forth in the Transaction Documents. Neither the Investor nor the Investor’s investment
managers, if any, have been furnished any offering literature by the Company or any of its Affiliates, associates, or agents other than
the Transaction Documents, and the agreements referenced therein.


 




    	 



     


    

 


(k)
Speculative Nature of Investment; Risk Factors. SUCH INVESTOR UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK. Such Investor acknowledges that: (i) any projections, forecasts or estimates as may have been provided to the Investor
are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections,
forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its
management, (ii) the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments
and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one
or more of the tax consequences of this investment, and (iii) the Investor has been advised to consult with his own advisor regarding
legal matters and tax consequences involving this investment. The Investor represents that the Investor’s investment objective
is speculative in that the Investor seeks the maximum total return through an investment in a broad spectrum of securities, which involves
a higher degree of risk than other investment styles and therefore the Investor’s risk exposure is also speculative. The Securities
offered hereby are highly speculative and involve a high degree of risk and Investor should only purchase these securities if Investor
can afford to lose their entire investment.


 


(l)
Money Laundering. If an entity, the operations of such Investor are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


The
Company acknowledges and agrees that the representations contained in Section 3.02 shall not modify, amend or affect such Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV


OTHER
AGREEMENTS OF THE PARTIES


 


Section
4.01 Transfer Restrictions.


 


(a)
The Securities and Underlying Securities may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of Securities or Underlying Securities other than pursuant to an effective registration statement or Rule 144, the
Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred Securities or Underlying Securities under the Securities Act. The Securities
may not be sold or transferred by the Investors without the written consent of the Company, which shall not be unreasonably withheld.
As a condition of such sale or transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall
have the rights of an Investor under this Agreement.


 




    	 



     


    

 


(b)
The Investors agree to the imprinting, so long as is required by this Section 4.01, of a legend on any of the Securities and Underlying
Securities in the following form:


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


(c)
Upon the Investor’s request in connection with a proposed sale of Commitment Shares or Underlying Securities pursuant to Rule 144
and if the Company reasonably determines it is so required, upon receipt of customary documentation from Investor’s broker (if
the Commitment Shares or Underlying Securities are sold in brokers transactions), the Company shall, at its own cost and effort, retain
legal counsel to provide an opinion letter to the Company’s transfer agent opining that the Commitment Shares or the Underlying
Securities, as applicable, may be resold without registration under the Securities Act, pursuant to Rule 144, promulgated thereunder,
so long as the requirements of Rule 144 are met for any Commitment Shares or Underlying Securities to be resold thereunder. The Company
shall arrange for any such opinion letter to be provided not later than two (2) Business Days after the date of delivery to and receipt
by the Company of a written request by any Investor together with (if required in order to render the opinion) any broker’s representation
letter of other customary documentation reasonably requested by the Company evidencing compliance with Rule 144 (the “Legend
Removal Date”), and such opinion letter may be a “blanket” opinion letter covering Commitment Shares or Underlying
Securities held by more than one Investor (if applicable to more than one Investor).


 


(d)
Each Investor, severally and not jointly with the other Investors, agrees that such Investor will sell any Securities and Underlying
Securities only pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Securities or Underlying Securities are sold pursuant to a registration statement,
they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive
legend from certificates representing Securities as set forth in this Section 4.01 is predicated upon the Company’s reliance
upon this understanding.


 


Section
4.02 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Commitment Shares and Underlying Securities
may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.
The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation
to issue the Commitment Shares and Underlying Securities pursuant to the Securities, are unconditional and absolute and not subject to
any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have
against any Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of
the Company.


 


Section
4.03 Registration Rights. The Company shall cause the Registration Rights Agreement to remain in full force and effect and the
Company shall comply in all material respects with the terms thereof, a copy of which is annexed hereto as Appendix E.


 




    	 



     


    

 


Section
4.04 Integration. The Company shall not sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Investors
in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors.


 


Section
4.05 Publicity. The Company and each Investor shall consult with each other in issuing any other press releases with respect to
the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make
any such public statement without the prior consent of the Company with respect to any press release of any Investor, or without the
prior consent of each Investor with respect to any press release of the Company mentioning such Investor, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication.


 


Section
4.06 Indemnification of Investors. The Company shall indemnify, reimburse and hold harmless the Investors and their respective
partners, members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar
functions) (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties,
suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing)
imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from: (i) any breach
of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction
Documents and (ii) any action instituted against such Indemnitee in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Indemnitee, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is based upon a breach of such Indemnitee’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Indemnitee may have with any such stockholder or any violations by such Indemnitee
of state or federal securities laws or any conduct by such Indemnitee which results from the gross negligence or willful misconduct of
the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction).


 


Section
4.07 Reservation of Common Stock.


 


(a)
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Securities in such
amount, as the Required Minimum, as may then be required to fulfill its obligations in full under this Agreement.


 


(b)
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum
on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time,
as soon as possible and in any event not later than the 60th day after such date.


 


Section
4.08 Commitment Shares. On the date of the Company’s initial public offering, the Company shall issue to each Investor,
Commitment Shares in an amount equal to 25% of such Investor’s Subscription Amount, divided by the Offering Price.


 


Section
4.09 Lock-Up. Each Investor agrees that for the period beginning on the date of the Company’s initial public offering and
ending on the date that is six months thereafter, such Investor shall not offer, pledge, sell, contract to sell, grant, lend, or otherwise
transfer or dispose of, directly or indirectly, its Conversion Shares.


 




    	 



     


    

 


Section
4.10 Equal Treatment of Investors. No consideration (including any modification of any Transaction Document) shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the
same consideration is also offered to all of the parties to the Transaction Documents. Further, the Company shall not make any payment
of principal or interest on the Notes in amounts which are disproportionate to the respective principal amounts outstanding on the Notes
at any applicable time. For clarification purposes, this provision constitutes a separate right granted to each Investor by the Company
and negotiated separately by each Investor, and is intended for the Company to treat the Investors as a class and shall not in any way
be construed as the Investors acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


ARTICLE
V


MISCELLANEOUS


 


Section
5.01 Termination. This Agreement may be terminated by any Investor, as to such Investor’s obligations hereunder only and
without any effect whatsoever on the obligations between the Company and the other Investors, by written notice to the other parties,
if the Closing has not been consummated on or before the Termination Date; provided, however, that such termination will not affect the
right of any party to sue for any breach by the other party (or parties).


 


Section
5.02 Fees and Expenses. The Company shall reimburse the Lead Investor and each other Investor for any and all expenses incurred
by them in connection with the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including,
without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation
services, fees relating to any amendments or modifications of the Transaction Documents or any consents or waivers of provisions in the
Transaction Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated
by the Documents. When possible, the Company must pay these fees directly, including, but not limited to, any and all wire fees, otherwise
the Company must make immediate payment for reimbursement to an Investor for all fees and expenses immediately upon written notice by
an Investor or the submission of an invoice by an Investor. At Closing, the Company’s initial obligation with respect to this transaction
is to reimburse the Lead Investor’s legal expenses which shall not exceed $110,000.00.


 


Section
5.03 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section
5.04 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in
writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile or email:


 


if
to Investor:


 


To
the address set forth on such Investor’s signature page hereto;


 


if
to the Company:


 


Trio
Petroleum Corp


2140
South DuPont Hwy


Camden,
Delaware 19934


Attention:
Ron Bauer, CEO & Director


Email:
ron@thescapital.com


 




    	 



     


    

 


with
a copy to:


 


McDermott
Will & Emery LLP


One
Vanderbilt Avenue


New
York, New York 10017-6404


Attention:
Robert H. Cohen


                   Parker
A. Lee


Email:
RCohen@mwe.com


           PLee@mwe.com


 


or
to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any such notice
or communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered,
or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day in either event is
a Business Day and the communication is so delivered, e-mailed or sent before 5:00 p.m. Eastern on such day. Otherwise, such communication
shall be deemed to have been given and made and to have been received on the next following Business Day.


 


Section
5.05 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented, or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Investors holding at least a majority in principal amount of the
Notes then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


Section
5.06 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Investor (other than by merger). Any Investor may assign any or all of its rights under this Agreement to any Person to whom
such Investor assigns or transfers any Securities, provided that such transfer complies with all applicable federal and State Securities
Laws and that such transferee agrees in writing with the Company to be bound, with respect to the transferred Securities, by the provisions
of the Transaction Documents that apply to the “Investors.”


 


Section
5.07 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 




    	 



     


    

 


Section
5.08 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the
transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York, New York (the
“New York City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
City Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York City Courts,
or such New York City Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to the Transaction Documents or the transactions contemplated hereby. If any party shall commence an action or proceeding
to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution
of such action or proceeding.


 


Section
5.09 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


Section
5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format datafile, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page was an original thereof.


 


Section
5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


Section
5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Investor may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion
of a Note, the Investor shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice.


 




    	 



     


    

 


Section
5.13 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


Section
5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Investors and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.


 


Section
5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction
Document or an Investor enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforce mentor setoff had not occurred.


 


Section
5.16 Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document
are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance
or non-performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture, or any other kind of entity, or create a presumption that the Investors are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor shall be
entitled to independently protect and enforce its 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 Investor to be joined as an additional party in any
proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of
the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience
of the Company and not because it was required or requested to do so by the Investors.


 


Section
5.17 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition,
each and every reference to share prices and shares of Common Stock in any Transaction Document shall be 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.


 


Section
5.18 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


Section
5.19 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[SIGNATURE
PAGES FOLLOW]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date below.


 


	 	Trio
    Petroleum Corp
	 	 	 
	 	By:	/s/
Ron Bauer
	 	Name:	Ron
    Bauer
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	


INVESTORS:

 

The
Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or
its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.




 


 




    	 



     


    

 


Annex
A





 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor


 


	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	Firstfire
    Global Opportunities Fund LLC
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By
    	/s/
    Eli Fireman
	 	 	 	Name:	Eli
    Fireman
	 	 	 	Title:	 
	 	 	 	Date:	1/12/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 



  


State/Country
of Domicile or Formation: DE                                                                                                                        


Aggregate
Subscription Amount: $ 500,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                          





 




    	 



     


    

 


Annex
A


 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor


 





	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	GenCap
    Fund I LLC
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By
    	/s/
    Cosmin Panait
	 	 	 	Name:	Cosmin
    Panait
	 	 	 	Title:	Managing
    Member
	 	 	 	Date:	1/12/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 


 
State/Country
                                            of Domicile or Formation: Delaware                                                                                                                      


Aggregate
Subscription Amount: $ 500,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                              









 




    	 



     


    

 


Annex
A





 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor


 





	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	Cavalry
    Investment Fund LP
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By
    	/s/
    Thomas Walsh
	 	 	 	Name:	Thomas
    Walsh
	 	 	 	Title:	Managing
    Member
	 	 	 	Date:	1/12/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 


 
State/Country
                                            of Domicile or Formation: DE                                                                                                                          


Aggregate
Subscription Amount: $ 500,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                             



 




    	 



     


    

 


Annex
A





 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor


 


	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	Primal
    Nutrition, Inc.
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By
    	/s/
    Mark Sisson
	 	 	 	Name:	Mark
    Sisson
	 	 	 	Title:	President,
    CEO
	 	 	 	Date:	1/12/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 


 


State/Country
of Domicile or Formation: DE                                                                                                                          


Aggregate
Subscription Amount: $ 500,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                             



 




    	 



     


    

 


Annex
A


 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor


 


 


	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	LTS
    Holdings LLC
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By
    	/s/
    John Forsythe III
	 	 	 	Name:	John
    Forsythe III
	 	 	 	Title:	Managing
    Member
	 	 	 	Date:	1/13/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 


 


State/Country
of Domicile or Formation: New Jersey                                                                                                                     


Aggregate
Subscription Amount: $ 500,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                             








    	 



     


    

 


Annex
A


 


Securities
Purchase Agreement Investor Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of January 12, 2022 (the “Agreement”),
with the undersigned, Trio Petroleum Corp., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities from the
Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in this Agreement’s section entitled “Representations Warranties of the Investors”, and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.


 


	PURCHASER
    (if an individual):	 	PURCHASER
    (if an entity):
	 	 	 	 	 
	By	 	 	Theseus
    Capital Ltd.
	Name:	 	 	
	Date:	 	 	             
	 	 	 	 
	 	 	 	(Legal
    Name of Entity)
	 	 	 	 
	 	 	 	By:
    	/s/
    Ron Bauer
	 	 	 	Name:	Ron
    Bauer
	 	 	 	Title:	Managing
    Partner
	 	 	 	Date:	1/12/2022
	 	 	 	 	 
	PURCHASER
    (if investing jointly)	 	 	 
	 	 	 	 
	By	 	 	 	 
	Name:	 	 	 	 
	Date:	 	 	 	 





 


State/Country
of Domicile or Formation: Cayman Islands                                                                                                                   


Aggregate
Subscription Amount: $ 1,000,000                                                                                                                        


SSN/EIN/ITIN:
                                                                                                                                                                         


Address:
                                                                                                                                                                             



 




    	 



     


    

 


APPENDIX
A


 


[CONFIDENTIAL
INVESTOR QUESTIONNAIRE]


 




    	 



     


    

 


APPENDIX
B


 


[FORM
OF SENIOR SECURED CONVERTIBLE NOTE]


 


[CONFIDENTIAL
INVESTOR QUESTIONNAIRE]


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


	Dated as of: January 28, 2022	 	Purchase Price:	 	$	 	 
	Maturity Date1: January 28, 2023	 	 	 	 	 	 
	Interest: 8%	 	Original Principal Amount:	 	$	 	 



 


TRIO
PETROLEUM CORP.


SENIOR
SECURED CONVERTIBLE NOTE


 


THIS
SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Trio Petroleum Corp., a Delaware corporation
(the “Company”), designated as its 8% Senior Secured Convertible Note due January 28, 2023 (this note, the “Note”
and, collectively with the other notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Primal Nutrition Inc., or its registered assigns (the “Holder”), or
shall have paid pursuant to the terms hereunder, the principal sum of $1,000,000 on the earlier of January 28, 2023 or the occurrence
of the Liquidity Event (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid
as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note
in accordance with the provisions hereof. The principal and interest payable hereunder may be paid by the Company in the form of Common
Stock at the Conversion Price provided that the Liquidity Event has occurred otherwise principal and interest shall be payable in cash
or Common Stock at the election of the Holder. This Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note: (a) capitalized terms not otherwise
defined herein shall have the meanings set forth in the Purchase Agreement, and (b) the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(a).


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that
is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or
bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or
stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment
for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that
it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure
to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action
for the purpose of effecting any of the foregoing.


 




    	 



     


    

 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(c).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of: (a) an acquisition after the date hereof by an
individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%
of the voting securities of the Company (other than by means of conversion of the Notes), (b) the Company merges into or consolidates
with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders
of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor
entity of such transaction, (c) the Company (and all of its Subsidiaries, taken as a whole) sells or transfers all or substantially all
of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate
voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of
more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members
of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on
any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members
on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing
for any of the events set forth in clauses (a) through (d) above.


 


“Conversion”
means a conversion of this Note pursuant to Section 4.


 


“Conversion
Date” means the date of a Conversion hereunder.


 


“Conversion
Price” means: the lesser of (A) (i) the product of (x) the Liquidity Event Price multiplied by (z) the Discount, and (B) the
product of (x) the opening price of the Common Stock on the Trading Day immediately following the date of the Liquidity Event multiplied
by (z) the Discount.


 


“Conversion
Shares” A number of shares of Common Stock equal to the quotient (rounded down to the nearest whole share) obtained by dividing
(x) the outstanding principal amount, any unpaid accrued interest and any other amounts owing hereunder on the Conversion Date by (y)
the Conversion Price.


 


“Discount”
means 0.50 (representing a discount of fifty percent (50%)).


 


“Event
of Default” shall have the meaning set forth in Section 7(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(a).


 


“Indebtedness”
means any liabilities of the Company for borrowed money or amounts owed and all guaranties made by the Company of borrowed money or amounts
owed by others.


 


“Interest
Rate” 8% per annum; provided that if the Liquidity Event shall not have occurred by August 1, 2022, the interest rate shall
increase to 15% per annum.


 




    	 



     


    

 


“Interest
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Liquidity
Event” means a public offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock),
resulting in the listing for trading of the Common Stock on 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).


 


“Liquidity
Event Price” shall mean the price per share (or unit, if units are offered in the Liquidity Event) at which the Liquidity Event
is consummated. For the avoidance of doubt, if a unit includes more than one share of Common Stock, “Liquidity Event Price”
shall mean the unit price divided by the number of shares of Common Stock contained in a unit.


 


“New
York City Courts” shall have the meaning set forth in Section 8(d).


 


“Note
Register” shall have the meaning set forth in Section 2(a).


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Notes.


 


“Permitted
Indebtedness” means: (a) the Indebtedness evidenced by the Notes, or (b) Indebtedness of up to an aggregate of $200,000, inclusive
of any interest, fees, penalties or other amounts due or payable thereunder.


 


“Prepayment
Amount” means the product of: (a) the sum of (i) the outstanding principal amount of this Note, plus (ii) accrued and unpaid
interest hereon, plus (iii) all other amounts, costs, expenses and liquidated damages due in respect of this Note if the Company prepays
this Note prior to the Maturity Date.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of January 2022 by and among the Company and the original Holders,
as amended, modified, or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(b)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(a).


 


“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, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


Section
2. Interest; Prepayment.


 


a)
Interest Calculations Interest shall be payable on the Maturity Date (the “Interest Payment Date”). Interest
shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on
the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated
damages and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any principal
amount converted, provided that the Company actually delivers the Conversion Shares within the time period required by Section 4(b)(ii)
herein. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note (the “Note Register”).


 


b)
Prepayment. The Company shall have the option to prepay this Note at any time after the Original Issue Date prior to the Maturity
Date at an amount equal to 125% of the Prepayment Amount.


 




    	 



     


    

 


Section
3. Registration of Transfers and Exchanges.


 


a)
Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set
forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


c)
Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the
Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent
shall be affected by notice to the contrary.


 


Section
4. Conversion.


 


a)
Conversion. Upon the occurrence of a Liquidity Event, the Holder shall be required to convert this Note in whole, including any
of its outstanding principal amount and any unpaid accrued interest and any fees and any and all other outstanding amounts owing thereon,
on the Conversion Date, into Conversion Shares by following the mechanics of conversion set forth in Section 4(b).


 


b)
Mechanics of Conversion.


 


i.
Conversion Notice. At least seven (7) calendar days prior to the consummation of a Liquidity Event the Company will provide the
Holder with written notice, which includes notice via email, of the Liquidity Event (the “Liquidity Event Notice”).
After receipt of the Liquidity Event Notice, but prior to the consummation of the Liquidity Event, Holder shall convert this Note in
whole into Conversion Shares by delivering to the Company this Note (or a notice to the effect that the original Note has been lost,
stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred
by it in connection with this Note). If for any reason the Liquidity Event does not occur within seven (7) calendar days of the date
specified in the Liquidity Event Notice, Holder may withdraw its conversion election by written notice to the Company.


 


ii.
Delivery of Conversion Shares Upon Conversion. Not later than two (2) Trading Days after the Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.


 


iii.
Failure to Deliver Conversion Shares. If, in the case of Conversion, the Conversion Shares are not delivered to or as directed
by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time
on or before its receipt of such Conversion Shares, to rescind the Conversion, in which event the Company shall promptly return to the
Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to
such Holder pursuant to the rescinded Conversion Notice.


 




    	 



     


    

 


iv.
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon
conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any set off, counter claim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person (unless the Conversion would violate any law applicable to the Company), and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided,
however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.
In the event the Holder of this Note shall elect to convert all of the outstanding principal amount hereof, the Company may not refuse
conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion
of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in
the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect
until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to
the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash,
upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section
4(b)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after
such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered
or Holder rescinds such conversion. Nothing herein shall prohibit the Holder from seeking to enforce damages pursuant to any other section
hereof or under applicable law.


 


v.
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out
of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon Conversion, free from preemptive rights or
any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes). The Company covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable
and, if a registration statement covering the resale of the Conversion Shares is then effective under the Securities Act, shall be registered
for public resale in accordance with such registration statement.


 


vi.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion
Price or round up to the next whole share.


 


vii.
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the
Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the
Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such
tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any conversion and all fees to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Conversion Shares. The Company shall pay all attorney fees required for the issuance of attorney legal opinions for removal
of restrictive legends on Conversion Shares.


 




    	 



     


    

 


c)
Holder’s Conversion Limitations. The Company shall not affect any conversion of this Note, and a Holder shall not have the
right to convert any portion of this Note, to the extent that after giving effect to the conversion, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is
being made, but shall exclude the number of shares of Common Stock which are issuable upon: (i) conversion of the remaining, unconverted
principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties, and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or
exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned
by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 4(c) applies, the determination of whether this Note is convertible
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount
of this Note is convertible shall be in the sole discretion of the Holder. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 4(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent
written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of this Debenture held by the Holder. The Holder, upon notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 4(c), provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(c) shall continue
to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 4(c) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 




    	 



     


    

 


Section
5. Certain Adjustments.


 


a)
Fundamental Transaction. If, at any time while this Note is outstanding: (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its
Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of
50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any
reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires
more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note,
the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately
prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(c) on the conversion of this Note),
the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 4(c) on the conversion of this Note). For purposes of any such conversion, the determination
of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this
Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(a)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for
this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note
which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion
of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose
of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and
the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.


 




    	 



     


    

 


b)
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 


c)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


Section
6. Negative Covenants.


 


As
long as any portion of this Note remains outstanding, unless the holders of at least 50.1% in principal amount of the then outstanding
Notes shall have otherwise given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries to, directly
or indirectly:


 


a)
other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness that is senior or
pari passu to the Notes;


 


b)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder unless consented to by the Holder;


 


c)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents,
(ii) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases
shall not exceed an aggregate of $25,000 for all officers and directors during the term of this Note, or (iii) shares of Common Stock
and Common Stock Equivalents which do not vest or are otherwise forfeited, provided (in case of forfeiture) that such Common Stock and
Common Stock Equivalents are not acquired for cash;


 




    	 



     


    

 


d)
repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes if on a pro-rata basis, other
than regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date, provided that such
payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist or occur;


 


e)
pay cash dividends or distributions on any equity securities of the Company;


 


f)
enter into any material transaction with any Affiliate of the Company, unless such transaction is made on an arm’s-length basis
and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for
board approval); or


 


g)
enter into any agreement with respect to any of the foregoing.


 


Section
7. Events of Default.


 


a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or governmental body):


 


i.
the Liquidity Event has not occurred by Maturity Date;


 


ii.
any default in the payment of: (A) the principal amount of any Note, or (B) interest, liquidated damages and other amounts owing to a
Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 5
Trading Days;


 


iii.
the Company shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company
of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (x) below) or
in any Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days
after notice of such failure sent by the Holder or by any other Holder to the Company and (B) seven (7) Trading Days after the Company
has become or should have become aware of such failure;


 


iv.
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall
occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company
is obligated (and not covered by clause (vi) below);


 


v.
any material representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or
thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or
incorrect in any material respect as of the date when made;


 


vi.
the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;


 


vii.
the Company shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed
money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $200,000, whether
such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable;


 




    	 



     


    

 


viii.
the Company (and all of its Subsidiaries, taken as a whole) shall be a party to any Change of Control Transaction or Fundamental Transaction
or shall agree to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether
or not such sale would constitute a Change of Control Transaction);


 


ix.
the Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date
pursuant to Section 4(b) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the
Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


x.
a final non-appealable judgment by any competent court in the United States for the payment of money in an amount of at least $250,000
is rendered against the Company, and the same remains undischarged and unpaid for a period of 60 days during which execution of such
judgment is not effectively stayed.


 


b)
Default Interest. If any Event of Default occurs an interest rate on this Note shall immediately accrue at an interest rate equal
to 15% per annum which shall be paid in cash monthly to Holder until the Event of Default is cured.


 


Upon
the conversion or payment in full of the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof, the Holder shall promptly surrender this Note to or as directed by the Company. The Company
hereby waives, any presentment, demand, protest or other notice of any kind.


 


Section
8. Miscellaneous.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing
and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company,
at the address set forth on in the Purchase Agreement, or such other, email address, or address as the Company may specify for such purposes
by notice to the Holder delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing
on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the
principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to
5:30 p.m. (Pacific time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a
day that is not a Business Day or later than 5:30 p.m. (Pacific time) on any Business Day, (iii) the second Business Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.


 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.
This Note ranks pari-passu with all other Notes now or hereafter issued under the terms set forth herein.


 


c)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of
such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 




    	 



     


    

 


d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the state of Wyoming, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, New
York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New
York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any
provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


e)
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by the Company or the Holder must be in writing.


 


f)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.


 


g)
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide
all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Note.


 




    	 



     


    

 


h)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


i)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed
to limit or affect any of the provisions hereof.


 


Section
9. Amendments; Waivers.


 


Any
modifications, amendments or waivers of the provisions hereof shall be subject to Section 5.05 of the Purchase Agreement.


 


Section
10. Equal Treatment of Holder.


 


No
consideration (including any modification of this Note) shall be offered or paid to any Person (as such term is defined in the Purchase
Agreement) to amend or consent to a waiver or modification of any provision hereof unless the same consideration is also offered to all
of the parties to the Purchase Agreement. Further, the Company shall not make any payment of principal or interest on the Notes in amounts
which are disproportionate to the respective principal amounts outstanding on the Notes at any applicable time. For clarification purposes,
this provision constitutes a separate right granted to each Holder by the Company and negotiated separately by each Holder and is intended
for the Company to treat the Holders as a class and shall not in any way be construed as the Holders acting in concert or as a group
with respect to the purchase or disposition of the Notes or otherwise.


 


Section
11. Usury.


 


To
the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim and will resist
any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in
force, in connection with any Action or Proceeding that may be brought by any Holder in order to enforce any right or remedy under any
Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and
provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest
that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract
rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to
the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any
circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Holder with respect to indebtedness evidenced
by the Transaction Documents, such excess shall be applied by such Holder to the unpaid principal amount of any such indebtedness or
be refunded to the Company, the manner of handling such excess to be at such Holder’s election.


 


(Signature
Page Follows)


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	TRIO
    PETROLEUM CORP.
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


APPENDIX
C


 


[FORM
OF WARRANT]


 




    	 



     


    

 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


TRIO
PETROLEUM CORP.


 


Initial
Exercise Date: January 28, 2022


 


THIS
COMMON STOCK PURCHASE WARRANT (the “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 this is three 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 50% of the number of shares of Common Stock issued upon the full conversion of the Note (as subject to adjustment hereunder, the “Warrant
Shares”). For purposes of calculating the number of Warrant Shares issuable hereunder only, the number of shares of Common
Stock issuable upon conversion of the Note shall be deemed to equal (x) 100% of the original principal amount plus any actual unpaid
accrued interest on the Note on the date of such calculation divided by (y) the Conversion Price. 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).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 28, 2022, by and among the Company and
the purchasers signatory thereto.


 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Business Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i)) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business
Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the
face hereof.


 




    	 



     


    

 


b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be equal to the Conversion Price (as defined
in the Note) subject to adjustment hereunder (the “Exercise Price”).


 


c)
Intentionally Omitted.


 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if, following the consummation of a Liquidity
Event, the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder
without volume or manner- of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Business Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Business Day after delivery of
the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the
delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of
the Notice of Exercise, the Holder shall be deemed for all corporate (but not Rule 144) purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price is received within the earlier of (i) two (2) Business Days and (ii) the number
of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any
reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the volume weighted average price of the Common Stock on the date of the applicable Notice of Exercise), $10 per Business Day (increasing
to $20 per Trading Day on the fifth (5th) Business Day after such liquidated damages begin to accrue) for each Business Day
after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. Following consummation
of a Liquidity Event the Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant
remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on
the date of delivery of the Notice of Exercise.


 




    	 



     


    

 


ii.
Delivery of New Warrants Upon Exercise. If this Warrants shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.


 


iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if, following a Liquidity Event, the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and
if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the
Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000,under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




    	 



     


    

 


v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or roundup to the next whole share.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
The Company shall pay all attorney fees required for the issuance of attorney legal opinions for removal of restrictive legends on Warrant
Shares.


 


vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 




    	 



     


    

 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A)the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which
such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not
be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Warrant.


 




    	 



     


    

 


Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Equity Sales. If and whenever, at any time while this Warrant is outstanding, the Company issues or sells, announces
any offer, sale, or other disposition of, or in accordance with this Section 3 is deemed to have issued, sold or granted (or makes an
announcement regarding the same), any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares
of Common Stock owned or held by or for the account of the Company, but excluding any securities issued or sold or deemed to have been
issued or sold solely in connection with an Exempt Issuance) for a consideration per share (the “New Issuance Price”)
less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise
Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, (1) the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance
Price and (2)the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder,
after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment
(subject to adjustment as provided herein). For all purposes of the foregoing (including, without limitation, determining the adjusted
Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:


 


i.
Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell)
any Options (as defined below) and the lowest price per share for which one Common Stock is at any time issuable upon the exercise of
any such Option (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of
any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Common Stock
shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
(as defined below) for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one Common
Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any
Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the granting, issuance or sale of such Option (as defined below), upon exercise of
such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such
Option (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined
below) for which one Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any
such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any
such Option (as defined below) or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder
of such Option (or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option
(as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as
defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (as defined below) (or any other Person). Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon
the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Common Stock Equivalents. “Option” means any rights, warrants
or options to subscribe for or purchase shares of Common Stock or Convertible Securities, other than option issued in an Exempt Issuance.
“Convertible Securities” means any shares or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any shares of Common Stock.


 




    	 



     


    

 


ii.
Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)
any Common Stock Equivalents and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such shares of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common
Stock Equivalents for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one
Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one Common Stock upon the issuance or sale of the Common Stock Equivalents and upon conversion, exercise or exchange
of such Common Stock Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Common
Stock Equivalents for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable
to the holder of such Common Stock Equivalents (or any other Person) upon the issuance or sale of such Common Stock Equivalents plus
the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalents
(or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance
of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents or otherwise pursuant to the terms
thereof, and if any such issuance or sale of such Common Stock Equivalents is made upon exercise of any Options for which adjustment
of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further
adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


iii.
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock
Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other
than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)),
the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in
effect at such time had such Options or Common Stock Equivalents provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes
of this Section 3(b)(iii), if the terms of any Option or Common Stock Equivalents that was outstanding as of the date this Warrant was
issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Common Stock Equivalents
and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of
the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an
increase of the Exercise Price then in effect.


 




    	 



     


    

 


iv.
Change in Option Price or Rate of Conversion. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined
below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined
by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right (as defined
below), the “Secondary Securities”), together comprising one integrated transaction, (or one or more transactions if such
issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common,
(B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing) the aggregate
consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the
lowest price per share for which one Common Stock was issued (or was deemed to be issued pursuant to Section 3(b)(i) or 3(b)(ii) above,
as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary
Securities, the sum of (I) the Black Scholes Consideration Value (as defined below) of each such Option, if any, (II) the fair market
value (as determined by the Holder in good faith) or the Black Scholes Consideration Value (as defined below), as applicable, of such
Adjustment Right (as defined below), if any, and (III) the fair market value (as determined by the Holder) of such Common Stock Equivalents,
if any, in each case, as determined on a per share basis in accordance with this Section 3(b)(iv). If any shares of Common Stock, Options
or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for
the purpose of determining the consideration paid for such Common Stock, Option or Common Stock Equivalents, but not for the purpose
of the calculation of the Black Scholes Consideration Value (as defined below)) will be deemed to be the net amount of consideration
received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for
such Common Stock, Option or Common Stock Equivalents, but not for the purpose of the calculation of the Black Scholes Consideration
Value (as defined below)) will be the fair value of such consideration, except where such consideration consists of publicly traded securities,
in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the volume weighted
average prices of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common
Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for
such shares of Common Stock, Option or Common Stock Equivalents, but not for the purpose of the calculation of the Black Scholes Consideration
Value (as defined below)) will be deemed to be the fair value of such portion of the net assets and business of the non- surviving entity
as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration
other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such pretties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair
value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event
by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final
and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale
(or deemed issuance or sale hereunder) of Common Stock (other than rights of the type described in Sections 3(c) and 3(d) hereof) that
could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including,
without limitation, any cash settlement rights, cash adjustment or other similar rights).


 




    	 



     


    

 


v.
Change in Option Price or Rate of Conversion. If the Company takes a record of the holders of shares of Common Stock for the purpose
of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Common Stock Equivalents
or (B) to subscribe for or purchase shares of Common Stock, Options or Common Stock Equivalents, then such record date will be deemed
to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the case
may be).


 


c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to
the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation).


 




    	 



     


    

 


e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin- off,
merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of
the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this
Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation
,and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor
Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of
the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes
Value” means the value this Warrant based on the Black- Scholes Option Pricing Model obtained from the “OV” function
on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last volume weighted average price immediately
prior to the public announcement of such Fundamental Transaction and (y) the last volume weighted average price immediately prior to
the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer
of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental
Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction
Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock
of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares
of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital
stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory inform and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 




    	 



     


    

 


f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


g)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


h)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile
number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date herein after specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period
commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.


 


i)
Piggyback Registration Rights. The Company shall include all shares issuable upon exercise of this Warrant on: (i) the initial
Registration Statement (as defined in that certain Registration Rights Agreement, between the Company and the Holder, dated as of January
, 2022); and (ii) the subsequent registration statement if Initial Registration Statement is withdrawn. Failure to do so, after written
notice by Holder, will result in the amount of Warrant Shares being automatically increased by twenty-five percent (25%).


 




    	 



     


    

 


Section
4. Transfer of Warrant.


 


a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof
and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company
or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Business Days
of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee
of this Warrant, as the case may be, comply with the provisions of Section 4.01of the Purchase Agreement.


 


e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section3.


 




    	 



     


    

 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a BusinessDay, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


d)
Authorized Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.


 




    	 



     


    

 


e)
Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State Wyoming, without
regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York,
New York (the “New York City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York City Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New
York City Courts, or such New York City Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each
party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an
action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution
of such action or proceeding.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will
have restrictions upon resale imposed by state and federal securities laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)
Notices. Any notice, request or other document required or permitted to begiven or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 




    	 



     


    

 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


l)
Amendment; Waivers. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder. Further, any modifications, amendments or waivers of the provisions hereof shall be subject to Section 5.05 of the Purchase
Agreement.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


 


o)
Equal Treatment of Holders. No consideration (including any modification of this Warrant) shall be offered or paid to any Person
(as such term is defined in the Purchase Agreement) to amend or consent to a waiver or modification of any provision hereof unless the
same consideration is also offered to all of the Holders. For clarification purposes, this provision constitutes a separate right granted
to each Holder by the Company and negotiated separately by each Holder, and is intended for the Company to treat the Holders as a class
and shall not in any way be construed as the Holders acting in concert or as a group with respect to the Warrants or the shares of Common
Stock issuable upon exercise of the Warrants.


 


p)
Entire Agreement. This Agreement, the Purchase Agreement and the other Transaction Documents, together with the exhibits and schedules
thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


********************


 


(Signature
Page Follows)


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.


 


	 	TRIO
    PETROLEUM CORP., INC.
	 	 	 
	 	By:	/s/
    Ron Bauer
	 	Name:	Ron
    Bauer
	 	Title:	Chief
    Executive Officer


 




    	 



     


    

 


NOTICE
OF EXERCISE


 


	TO:	__________________________	




 


(1)
The undersigned hereby elects to purchase______________Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


Payment
shall take the form of lawful money of the United States; or


 


(2)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


(3)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


SIGNATURE
OF HOLDER


 


Name
of Investing Entity:____________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity:_____________________________________________________


Name
of Authorized Signatory:________________________________________________________________________


Title
of Authorized Signatory:_________________________________________________________________________


Date:___________________________________________________________________________________________


 




    	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 





	Name:	________________________________________________
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	Address:	________________________________________________
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Dated:_______________,
_________


	 
	 	 
	Holder’s Signature:__________________________	 
	 	 
	Holder’s Address:___________________________	 





 




    	 



     


    

 


APPENDIX
D


 


[FORM
OF SECURITY AGREEMENT]


 




    	 



     


    

 


Appendix
D


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of January 28, 2022 (this “Agreement”), is among Trio Petroleum, Corp, a Delaware corporation
(the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and
together with the Company, the “Debtors”) and the holders of the Company’s Senior Secured Convertible Notes,
in the original aggregate principal amount of $4,500,000.00 (collectively, the “Notes”) signatory hereto, their endorsees,
transferees and assigns (collectively, the “Secured Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Purchase Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend the loans to the Company
evidenced by the Notes;


 


WHEREAS,
pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), the Guarantors have jointly
and severally agreed to guarantee and act as surety for payment of such Notes; and


 


WHEREAS,
in order to induce the Secured Parties to extend the loans evidenced by the Notes, each Debtor has agreed to execute and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through the Agent
(as defined in Section 18 hereof), a security interest in certain property of such Debtor to secure the prompt payment, performance and
discharge in full of all of the Company’s obligations under the Notes and the Guarantors’ obligations under the Guarantee.


 


NOW,
THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.
Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms
used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel
paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,
“general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings
given such terms in Article 9 of the UCC.


 




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(a)
“Collateral” means the collateral in which the Secured Parties are granted a security interest by this Agreement and
which shall include the following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming
into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds,
products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance
covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest
or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for,
any or all of the Pledged Securities (as defined below):


 


(i)
All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever
situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements
therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any
Debtor’s businesses and all improvements thereto; and (B) all inventory;


 


(ii)
All contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests, stock
or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution
and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor),
computer software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, Intellectual
Property and income tax refunds;


 


(iii)
All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect
to each account, including any right of stoppage in transit;


 


(iv)
All documents, letter-of-credit rights, instruments and chattel paper;


 


(v)
All commercial tort claims;




 


(vi)
All deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii)
All investment property;




 


(viii)
All supporting obligations; and




 


(ix)
All files, records, books of account, business papers, and computer programs; and


 


(x)
the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.


 




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Without
limiting the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles
respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and
the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof),
and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of any Debtor obtained
in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options,
warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or
exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited
to, all dividends, interest and cash.


 


Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and,
to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)
“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent of
the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii)
all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos,
domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof,
or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of the United States, any other
country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all
licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.


 


(c)
“Majority in Interest” means, at any time of determination, the majority in interest (based on then-outstanding
principal amounts of Notes at the time of such determination) of the Secured Parties.


 




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(d)
“Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly
executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.


 


(e)
“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or
several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured
Parties, including, without limitation, all obligations under this Agreement, the Notes, the Guarantee and any other instruments, agreements
or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary
or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and
whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of
the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended
or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without
limitation: (i) principal of, and interest on the Notes and the loans extended pursuant thereto; (ii) any and all other fees, indemnities,
costs, obligations and liabilities of the Debtors from time to time under or in connection with this Agreement, the Notes, the Guarantee
and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all
amounts (including but not limited to post- petition interest) in respect of the foregoing that would be payable but for the fact that
the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving any Debtor.


 


(f)
“Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such
as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,
any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of
such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(g)
“Pledged Interests” shall have the meaning ascribed to such term in Section 4(j).


 


(h)
“Pledged Securities” shall have the meaning ascribed to such term in Section 4(i).


 


(i)
“UCC” means the Uniform Commercial Code of the State of Wyoming and or any other applicable law of any state or states
which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent
of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will
be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the
definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing
ones shall be controlling.


 




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2.
Grant of Security Interest in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Notes
and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each
Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to,
a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to,
the Collateral (a “Security Interest” and, collectively, the “Security Interests”).


 


3.
Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause
to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and
(b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with
all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered
to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.


 


4.
Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the
disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure
Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as
follows:


 


(a)
Each Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required
by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding obligation
of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors
and by general principles of equity.


 


(b)
The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A
attached hereto. As specifically set forth on Schedule A, the Debtors lease the property where the Collateral is located.
Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent
or processor.


 




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(c)
Except for Permitted Liens (as defined in the Notes) and except as set forth on Schedule B attached hereto, the Debtors are the
sole owner of the Collateral (except for non-exclusive licenses granted by or to any Debtor in the ordinary course of business), free
and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests.
Except as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency or
recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other
than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral.
Except as set forth on Schedule C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in
effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement
or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this
Agreement).


 


(d)
No written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third party.
There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding
involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or
regulatory agency, arbitrator or other governmental authority.


 


(e)
Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records
or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such
relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements
under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests
to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral.


 


(f)
This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, subject only to Permitted Liens (as
defined in the Notes) securing the payment and performance of the Obligations. Upon making the filings described in the immediately following
paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing
statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the
immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof)
with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution
and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each
deposit account of the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary
to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for
the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery
of said deposit account control agreements, no consent of any third parties and no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of
this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement
of the rights of the Agent and the Secured Parties hereunder.


 




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(g)
Each Debtor hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security Interests,
with the proper filing and recording agencies in any jurisdiction deemed proper by it.


 


(h)
The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,
rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s
debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or
affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary for any
Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i)
The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent
all of the capital stock and other equity interests of the Guarantors owned by the Company, and represent all capital stock and other
equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable,
and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance
except for the security interests created by this Agreement and other Permitted Liens (as defined in the Notes).


 


(j)
The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held
in a securities account or by any financial intermediary.


 


(k)
Except for Permitted Liens (as defined in the Notes), each Debtor shall at all times maintain the liens and Security Interests provided
for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Parties until
this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend
the same against the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account
of the Secured Parties. At the request of the Agent, each Debtor will sign and deliver to the Agent on behalf of the Secured Parties
at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and
will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable
to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all
fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Debtor shall obtain
and furnish to the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required
to maintain the priority of the Security Interests hereunder.


 




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(l)
No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive
licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business
and transfers between Debtors) without the prior written consent of a Majority in Interest.


 


(m)
Each Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order (ordinary
wear excepted) and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance
coverage.


 


(n)
Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation
having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such
entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement
cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy
to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy;
(b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify
the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent
of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the
right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the
insurer of such default. If no Event of Default (as defined in the Notes ) exists and if the proceeds arising out of any claim or series
of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or
replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance
thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments
received by any Debtor after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related
occurrences shall be paid to the Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the
Secured Parties and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or
the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent
at least annually and at the time any new policy of insurance is issued.


 




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(o)
Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of
any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value
of the Collateral or on the Secured Parties’ security interest, through the Agent, therein.


 


(p)
Each Debtor shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time
request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’ security interest in
the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect
to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Parties
have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, which Intellectual Property
Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.


 


(q)
Each Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon
reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from
time to time.


 


(r)
Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.


 


(s)
Each Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


(t)
All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(u)
The Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any
rights and franchises material to its business.


 


(v)
No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),
legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to
the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture
filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 




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(w)
Except in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold,
sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably
withheld.


 


(x)
No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the
Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings
necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(y)
Each Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor
does not have one, states that one does not exist.


 


(z)
(i) The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade names except
as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or
as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any
Debtor within the past five years except as set forth on Schedule E.


 


(aa)
At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or
permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral
to the Agent.


 


(bb)
Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged
Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106 (or
any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that would confer
“control” within the meaning of Article 8 of the UCC) with any other person or entity.


 


(cc)
Each Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not
possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by
this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying
chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).


 




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(dd)
If there is any investment property or deposit account included as Collateral that can be perfected by “control” through
an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case
satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties.


 


(ee)
To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying
letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.


 


(ff)
To the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Agent in notifying
such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain an acknowledgement
and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent.


 


(gg)
If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in a writing
signed by such Debtor of the particulars thereof and grant to the Secured Parties in such writing a security interest therein and in
the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Agent.


 


(hh)
Each Debtor shall promptly provide written notice to the Secured Parties of any and all accounts which arise out of contracts with any
governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts
and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the Agent in
taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute
or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.


 


(ii)
As soon as reasonably practicable, each Debtor shall cause each subsidiary of such Debtor to become a party hereto (an “Additional
Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto
and comply with the provisions hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement
schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules
shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of
counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements
and other information and documentation as the Agent may reasonably request. Upon delivery of the foregoing to the Agent, the Additional
Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as
fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties
and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein
to the “Debtors” shall be deemed to include each Additional Debtor.


 




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(jj)
Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 


(kk)
Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Parties on the books
of such issuer. Further, except with respect to certificated securities delivered to the Agent, the applicable Debtor shall deliver to
Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to
perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm that: (a)
it has registered the pledge on its books and records; and (b) at any time directed by Agent during the continuation of an Event of Default,
such issuer will transfer the record ownership of such Pledged Securities into the name of any designee of Agent, will take such steps
as may be necessary to effect the transfer, and will comply with all other instructions of Agent regarding such Pledged Securities without
the further consent of the applicable Debtor.


 


(ll)
In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Pledged Securities to another party
or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each
Debtor shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the articles of incorporation, bylaws,
minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account,
financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries; (ii)
use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct and
indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental
or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged
Securities by Agent and allow the Transferee or Agent to continue the business of the Debtors and their direct and indirect subsidiaries.


 


(mm)
Without limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered
at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly
recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates
any additional material Intellectual Property.


 


(nn)
Each Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
and documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties to exercise and
enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.


 




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(oo)
Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,
and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any Debtor
for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the
Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have been
duly recorded at the United States Copyright Office.


 


(pp)
Except as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute
or rule in respect of such Collateral.


 


(qq)
Until the Obligations shall have been paid and performed in full, the Company covenants that it shall promptly direct any direct or indirect
subsidiary of the Company formed or acquired after the date hereof to enter into a Subsidiary Guarantee in favor of the Secured Party,
in the form of Exhibit C to the Purchase Agreement.


 


5.
Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership
interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon
the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the
issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s
rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions
in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.


 


6.
Defaults. The following events shall be “Events of Default”:


 


(a)
The occurrence of an Event of Default (as defined in the Notes) under the Notes;


 


(b)
Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c)
The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of notice
of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame
and such Debtor is using best efforts to cure same in a timely fashion; or


 




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(d)
If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by and Debtor, or by any governmental authority having jurisdiction
over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any Debtor has any liability
or obligation purported to be created under this Agreement.


 


7.
Duty To Hold In Trust.


 


(a)
Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,
interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft,
note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties
and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties, pro- rata in proportion to their
respective then-currently outstanding principal amount of Notes for application to the satisfaction of the Obligations (and if any Note
is not outstanding, pro-rata in proportion to the initial purchases of the remaining Notes).


 


(b)
If any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights
or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification
or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect
subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities
or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties; (ii) hold the same in trust on behalf of
and for the benefit of the Secured Parties; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent
on or before the close of business on the fifth (5th) business day following the receipt thereof by such Debtor, in the exact
form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral.


 


8.
Rights and Remedies Upon Default.


 


(a)
Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties, acting through the Agent, shall have the
right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Parties shall have all the rights and
remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following
rights and powers:


 


(i)
The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any
person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble
the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Debtor’s premises
or elsewhere, and make available to the Agent, without rent, all of such Debtor’s respective premises and facilities for the purpose
of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.


 




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(ii)
Upon notice to the Debtors by Agent, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise
be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to
receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Parties, any
interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion
all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation)
to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation,
to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation,
recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.


 


(iii)
The Agent shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without
special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times
and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as
shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Debtor or right of redemption
of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Agent, for
the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the
Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby
waived and released.


 


(iv)
The Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts
to make payments directly to the Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights against such account
debtors and obligors.


 


(v)
The Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person
or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.


 


(vi)
The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United
States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser of any
Collateral.


 




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(b)
The Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered
adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any
warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtors will only be
credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have to a judicial
hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including, without limitation, its right
following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.


 


(c)
For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement
or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive
license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event
of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including
in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs
used for the compilation or printout thereof.


 


9.
Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments
made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred
in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the
Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction
of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination),
and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable Debtor
any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay
all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest
thereon, at the rate of 15% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the
reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law,
each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or
sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final
judgment (not subject to further appeal) of a court of competent jurisdiction.


 




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10.
Securities Law Provision. Each Debtor recognizes that Agent may be limited in its ability to effect a sale to the public of all
or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state
securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more sales to a restricted
group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment and not with
a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices and on terms less favorable than
if the Pledged Securities were sold to the public, and that Agent has no obligation to delay the sale of any Pledged Securities for the
period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each Debtor shall cooperate
with Agent in its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration thereunder
if requested by Agent) applicable to the sale of the Pledged Securities by Agent.


 


11.
Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with
any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial
releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent. The Debtors
shall also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice, imperil or
otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Agent the amount of
any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agent,
for the benefit of the Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure,
collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this
Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Agent, for the benefit of the Secured Parties, and the Secured Parties may incur in connection
with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization
upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Notes. Until
so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.
Notwithstanding the foregoing, legal fees incurred by the Secured Parties in connection with the negotiation and closing of the transactions
contemplated by the Purchase Agreement (as defined in the Notes) and this Agreement are subject to the $30,000 aggregate fee cap previously
agreed upon by the Secured Parties and the Debtors.


 


12.
Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the
Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or
its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i)
has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights
relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor
shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor
thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason
of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of the Collateral,
nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant
to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured
Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to
present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been
assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.


 




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13.
Security Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute
and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered
into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance
of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of
the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or
any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in
its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance
which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security
Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue
even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy.
Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the
event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final
order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency
laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event,
each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any
prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance
with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person
or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy.
Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.


 


14.
Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Notes
have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of
the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full
force and effect regardless of the termination of this Agreement.


 




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15.
Power of Attorney; Further Assurances.


 


(a)
Each Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns
with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent or such
Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders
or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral
that may come into possession of the Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight
or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection
with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances
at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue
for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual
Property; and (vi) generally, at the option of the Agent, and at the expense of the Debtors, at any time, or from time to time, to execute
and deliver any and all documents and instruments and to do all acts and things which the Agent deems necessary to protect, preserve
and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Notes
all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully
do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of
this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed
to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor
is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance
of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer
and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office
and the United States Copyright Office.


 


(b)
On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing
and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached
hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the
UCC.


 


(c)
Each Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact, with full authority in the place and instead
of such Debtor and in the name of such Debtor, from time to time in the Agent’s discretion, to take any action and to execute any
instrument which the Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including the filing,
in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral
without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as
“all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Agent.
This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as
any of the Obligations shall be outstanding.


 




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16.
Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase
Agreement (as such term is defined in the Notes).


 


17.
Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the
guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right, in its
sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying
or affecting any of the Secured Parties’ rights and remedies hereunder.


 


18.
Appointment of Agent. The Secured Parties hereby appoint GenCap Fund I LLC to act as their agent (“Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked
in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent, provided that GenCap Fund I LLC
may not be removed as Agent unless GenCap Fund I LLC shall then hold less than $500,000.00 in principal amount of Notes; provided,
further, that such removal may occur only if each of the other Secured Parties shall then hold not less than an aggregate of $1,000,000
in principal amount of Notes. The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.


 


19.
Miscellaneous.


 


(a)
No course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Parties, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.


 


(b)
All of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the Notes or by
any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


(c)
This Agreement, together with the Notes, Securities Purchase Agreement, Common Stock Purchase Agreement, and the exhibits and schedules
hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this
Agreement and the exhibits and schedules hereto. No provision of this Agreement may be waived, modified, supplemented or amended except
in a written instrument signed, in the case of an amendment, by the Debtors and the Secured Parties holding 60% or more of the principal
amount of Notes then outstanding, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is
sought.


 




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(d)
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(e)
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(f)
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company
and the Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured
Party (other than by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person (as defined in
the Purchase Agreement) to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to
be bound, with respect to the transferred Obligations, by the provisions of this Agreement that apply to the “Secured Parties.”


 


(g)
Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 


(h)
Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Notes (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York, Borough of Manhattan. Except to the extent mandatorily governed by the jurisdiction
or situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto
hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.


 




    	21



     


    

 





(i)
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the original thereof.


 


(j)
All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.


 


(k)
Each Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners, members, shareholders,
officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”)
from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including
fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee
in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities,
damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of an Indemnitee as determined
by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in
limitation of, any other indemnification provision in the Notes, the Purchase Agreement (as such term is defined in the Notes) or any
other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 


(l)
Nothing in this Agreement shall be construed to subject Agent or any Secured Party to liability as a partner in any Debtor or any if
its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries
that is a limited liability company, nor shall Agent or any Secured Party be deemed to have assumed any obligations under any partnership
agreement or limited liability company agreement, as applicable, of any such Debtor or any of its direct or indirect subsidiaries or
otherwise, unless and until any such Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable,
pursuant hereto.


 


(m)
To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance
with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance
with the terms of said documents.


 


[SIGNATURE
PAGES FOLLOW]


 




    	22



     


    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.


 





	TRIO
    PETROLEUM CORP.	 
	 	 	 
	By:	/s/
    Ron Bauer	 
	Name:	Ron
    Bauer	 
	Title:	Chief
    Executive Officer	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	23



     


    

 





[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	Cavalry
    Investment Fund LP	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity:	/s/
Thomas Walsh	 
	 	 	 
	Name
    of Authorized Signatory:	Thomas
    Walsh	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 





[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	24



     


    

 





[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	Firstfire
    Global Opportunities Fund LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity: 	/s/
    Eli Fireman	 
	 	 	 
	Name
    of Authorized Signatory:	Eli
    Fireman	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 





[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	25



     


    

 








[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	GenCap
    Fund I LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity:	/s/
    Cosmin Panait	 
	 	 	 
	Name
    of Authorized Signatory:	Cosmin
    Panait	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 





[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	26



     


    

 








[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	LTS
    Holdings LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity:	/s/
    John Forsythe III	 
	 	 	 
	Name
    of Authorized Signatory:	John
    Forsythe III	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 








[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	27



     


    

 








[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	Primal
    Nutrition, Inc.	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity:	/s/
    Mark Sisson	 
	 	 	 
	Name
    of Authorized Signatory:	Mark
    Sisson	 
	 	 	 
	Title
    of Authorized Signatory: 	President,
    CEO	 


 





[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	28



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO TRIO PETROLEUM CORP. SECURITY AGREEMENT]


 


	Name
    of Investing Entity:	Theseus
    Capital Ltd.	 
	 	 	 
	Signature
    of Authorized Signatory of Investing entity:	/s/
    Ron Bauer	 
	 	 	 
	Name
    of Authorized Signatory:	Ron
    Bauer	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Partner	 


 





[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	29



     


    

 


SCHEDULE
A


 


Principal
Place of Business of Debtors:


 


Locations
Where Collateral is Located or Stored:


 


 SCHEDULE
B


  


SCHEDULE
C








 


 


SCHEDULE
D


Legal
Names and Organizational Identification Numbers


 


 








SCHEDULE
E


Names;
Mergers and Acquisitions


 


 


SCHEDULE
F


Intellectual
Property





 


 


SCHEDULE
G


Account
Debtors


 


 





SCHEDULE
H


Pledged
Securities


 




    	30



     


    

 


ANNEX
A


to


SECURITY


AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security
Agreement dated as of January 28, 2022 made by Trio Petroleum Corp.


and
its subsidiaries party thereto from time to time, as Debtors to and in favor of


the
Secured Parties identified therein (the “Security Agreement”)


 


Reference
is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in, or by reference in, the Security Agreement.


 


The
undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned
shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security
Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the
representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL
AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.


 


Attached
hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable.


 


An
executed copy of this Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein
on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured
Parties.


 




    	 



     


    

 





IN
WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.


 


	 	[Name
    of Additional Debtor 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:	 
	 	 	 
	Dated:	 	 


 




    	 



     


    

 








ANNEX
B


to


SECURITY


AGREEMENT


 


THE
AGENT


 


1.
Appointment. The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings
provided in the Security Agreement to which this Annex B is attached (the “Agreement”)), by their acceptance of the
benefits of the Agreement, hereby designate GenCap Fund I LLC (“Agent”) as the Agent to act as specified herein and
in the Agreement. Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions
of the Agreement and any other Transaction Document (as such term is defined in the Purchase Agreement) and to exercise such powers and
to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof
and such other powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents
or employees.


 


2.
Nature of Duties. The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement.
Neither the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action
taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence
of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct
as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Agent shall
be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement or any other Transaction Document a fiduciary
relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction Document, expressed
or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of the Agreement or any other
Transaction Document except as expressly set forth herein and therein.


 


3.
Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it deems appropriate,
has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company and its
subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations,
the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii)
its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time,
and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any
credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at
any time or times thereafter. The Agent shall not be responsible to the Debtors or any Secured Party for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, or for the execution,
effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other
Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any
inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction
Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of
any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.


 




    	 



     


    

 





4.
Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Collateral, on behalf of all
of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material
act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to
act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite
the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is
taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and
the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured
Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder
in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge
the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to take any
action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement,
the Transaction Documents or applicable law.


 


5.
Reliance. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed,
sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction
Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and
the other Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding,
the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or
is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully
created, perfected, or enforced or are entitled to any particular priority.


 




    	 



     


    

 





6.
Indemnification. To the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will
jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Notes
, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder
or under the Agreement or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction
Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have
resulted solely from the Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Agent, the
Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Agent
for costs and expenses associated with taking such action.


 


7.
Resignation by the Agent.


 


(a)
The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at
any time by giving 30 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation
shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.


 


(b)
Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder.


 


(c)
If a successor Agent shall not have been so appointed within said 30- day period, the Agent shall then appoint a successor Agent who
shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent
has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors
and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary
fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.


 


8.
Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall
not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other
agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other
Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement)
and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the
other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent
shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder
as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent.


 




    	 



     


    

 





APPENDIX
E


 


[FORM
OF REGISTRATION RIGHTS AGREEMENT]





 




    	 



     


    

 





Appendix
E





 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2022, between Trio Petroleum
Corp, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Holder” and, collectively, the “Holders”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of January 28, 2022 between the Company and each Holder (the
“Purchase Agreement”).


 


In
consideration of the premises, the mutual provisions of this Agreement, and other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, Company and the Holders agree as follows:


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the
meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 5(d).


 


“Business
Day” means any day except Saturday, 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 of are authorized or required by law or other governmental action to close. If the last
or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day,
then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


“Commission”
means the Securities and Exchange Commission.


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar
day following the Filing Deadline and with respect to any additional Registration Statements which may be required pursuant to Section
2(c), the 60th calendar day following the date on which an additional Registration Statement is required to be filed hereunder;
provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration
Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration
Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise
required above, provided, further, if such Effectiveness Deadline falls on a day that is not a Trading Day, then the Effectiveness Deadline
shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Deadline” means: (i) with respect to the Initial Registration Statement, the 60th calendar day following the date the Liquidity
Event, and (ii) with respect to any additional Registration Statements which may be required pursuant to Section 2(c), the earliest practical
date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 




    	 



     


    

 





“Indemnified
Party” shall have the meaning set forth in Section 7(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 7(c).


 


“Initial
Registration Statement” shall have the meaning set forth in Section 2(a).


 


“Liquidity
Event” means a public offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock),
resulting in the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Losses”
shall have the meaning set forth in Section 7(a).


 


“Note”
shall have the same meaning set forth in the Purchase Agreement


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the
Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination: (a) all of the Warrant Shares then issued and issuable upon exercise in
full of the Warrant; and (b) any securities issued or then issuable upon any antidilution provisions, stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such securities
shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,
Registration Statement hereunder with respect thereto) for so long as: (i) a Registration Statement with respect to the sale of such
Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed
of by the Holder in accordance with such effective Registration Statement, (ii) such Registrable Securities have been sold in accordance
with Rule 144 and the Company has delivered certificates representing such securities that no longer bear a legend and/or for which the
Transfer Agent has not instituted a stop order restricting further transfer, or (iii) such securities become eligible for resale without
volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter
to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and
any securities issuable upon exercise or conversion of which, or as a dividend upon which, such securities were issued or are issuable,
were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) or Section 3 and any additional
registration statements contemplated by Section 2(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
144” means Rule 144 promulgated by the Commission under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the Commission that may at any time permit the Holders to sell securities of the Company
to the public without registration.


 


“Rule
415” means Rule 415 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 providing for offering securities on a continuous
or delayed basis.


 


“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.


 




    	2



     


    

 








“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 5(a).


 


“SEC
Guidance” means: (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff; and (ii) the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Trading
Day” means a day on which the principal national securities exchanges on which the Registrable Securities is listed or admitted
to trading, are open for the transaction of business or, if the Registrable Securities are not listed or admitted to trading on any national
securities exchange, a Business Day.


 


“Warrant”
shall have the same meaning set forth in the Purchase Agreement


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrant.


 


Section
2. Required Registration.


 


(a)
The Company shall prepare and no later than the Filing Deadline, file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration
Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares
of Common Stock issuable upon exercise of the Warrant at the initial conversion price thereof (the “Initial Required Registration
Amount”). The Registration Statement filed hereunder shall be on Form S-1 in connection with the Liquidity Event. Subject to
the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement to be declared
effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness
Deadline, and shall keep such Registration Statements continuously effective under the Securities Act until the earlier of: (i) the date
that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year
anniversary of the date of this Agreement (the “Effectiveness Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile
or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness
with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m.
Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission
as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure
to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 


(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly notify via facsimile or by e-mail each of the Holders thereof and use its reasonable best efforts
to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary
offering, subject to the provisions of Section 2(e), with respect to filing on such appropriate form; provided, however,
that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission
for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance
and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions
of Section 2(d) shall apply with respect to the payment of the Liquidated Damages.


 


(c)
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of
Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable
Securities), unless otherwise: (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission
as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration
Statement will be reduced as follows:





 


i.
First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;


 




    	3



     


    

 





ii.
Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (a) of the definition of Registrable Securities
(applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total
number of such unregistered Registrable Securities held by such Holders); and


 


iii.
Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may
be registered, to the Holders on a pro-rata basis based on the total number of unregistered Warrant Shares held by such Holders).


 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the
calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with
the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with
the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general,
one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered
for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or
any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because
of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common
Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission
on a pro rata basis.


 


(d)
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the
Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant
to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii)
a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission
by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such
Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration
Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more
than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar
days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of
clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day
period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable,
is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder
or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is
cured, the Company shall pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of:
(1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities
that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated
Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated
damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its obligations under this
Agreement.


 


The
Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of
an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities
shall cease when the Holder no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such
Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information
regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or
(ii) the resolution of comments from the Commission pertaining to the Holders.





 




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For
the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any
period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed
Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement
is suspended or otherwise unavailable.


 


Section
3. Company Obligations. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior to
the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall: (i) furnish to each Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal
shelf registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto.


 


(b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto, and (iv) comply in all material respects with the applicable provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable
period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth
in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to
the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of
such Registrable Securities.


 


(d)
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible:
(i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when
the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect
to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering
any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event
or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement
made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the
Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of
the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall
any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 













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(e)
Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system
(or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto, except after the Company has given notice pursuant to
Section 4(d).


 


(g)
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.


 


(h)
Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the
selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business
in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not
then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may request.


 


(j)
Upon the occurrence of any event contemplated by clause (v) or (vi) of Section 4(d), as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any
other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses
(iii) through (vi) of Section 4(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use
of the Prospectus may be resumed as promptly as is practicable.


 




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(k)
Comply with all applicable rules and regulations of the Commission.


 


(l)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control
over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of
the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time shall be tolled and any Event that may otherwise occur solely because
of such delay shall be suspended until such information is delivered to the Company.


 


Section
4. Obligations of the Holders.


 


(a)
Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Appendix A
(a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline
or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance
with Section 2(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it, and shall execute such documents
in connection with such registration, as shall be reasonably required to effect the registration of such Registrable Securities. A Holder
shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration
Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement. The Company shall not
be required to include the Registrable Securities of a Holder in a Registration Statement, and no Event shall be deemed to occur and
or continue solely as a result of the failure to include the Registrable Securities of such Holder in the Registration Statement, if
such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior
to the Filing Deadline.


 


(b)
Each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable
Securities from such Registration Statement.


 


(c)
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to
it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(d)
Each Holder agrees that, upon receipt of any notice from the Company of either: (i) the commencement of an Allowed Delay, or (ii) the
happening of an event pursuant to Section 4(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


Section
5. Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for
trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company
in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange
as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to
the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.








 




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Section
6. Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities
as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees
of the Company, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, members, stockholders, partners, agents, investment advisors and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to: (i) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such
untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein (it being understood that such information shall only consist of the name of the Holder, the number of offered
shares (excluding percentages), the address and other information with respect to the Holder and the information included on Appendix
A hereto, each only to the extent which such information appears in an effective Registration Statement or any Prospectus), or
(B) in the case of an occurrence of an event of the type specified in Section 4(d)(iii)-(vi), the use by such Holder of an outdated,
defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated,
defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section
5(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities
by any of the Holders in accordance with Section 7(e).


 


(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) such Holder’s
failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company, or (ii)
any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement
or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration
Statement or such Prospectus (it being understood that such information shall only consist of the name of the Holder, the number of offered
shares (excluding percentages), the address and other information with respect to the Holder and the information included on Appendix
A hereto, each only to the extent which such information appears in an effective Registration Statement or any Prospectus), such
Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section
4(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable
for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 5(d). In no event shall the liability
of any selling Holder under this Section 7(b) be greater in amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud or willful misconduct
by such Holder.


 










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(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees
and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to
employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe
that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel
at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable
fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall
not be liable for any settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within thirty (30) calendar days
of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying
Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by
a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification
hereunder.


 


(d)
Contribution. If the indemnification under Section 7(a) or 7(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party
would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party
in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section
7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7(d), no Holder shall be required
to contribute pursuant to this Section 7(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.





 




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(e)
The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.


 


Section
7. Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and
each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect
of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)
Prohibition on Filing Other Registration Statements. The Company shall not, other than as provided in the Purchase Agreement,
file any other registration statements (specifically excluding a registration statement on Form S-8) until all Registrable Securities
are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 8(b) shall
not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and shall not prohibit
the Company from filing a registration statement for a primary offering by the Company, provided that the Company makes no offering of
securities pursuant to such registration statement prior to the effective date of the Registration Statement required hereunder that
includes all of the Registrable Securities.


 


(c)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of 51% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not
register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the
number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have
the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder
or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders
of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section
8(c). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this
Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


(d)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Purchase Agreement. Any such notice or communication so given or made shall be deemed to have been given or made
and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic
communication, provided that such day in either event is a Business Day and the communication is so delivered, e-mailed or sent before
5:00 p.m. Eastern on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on
the next following Business Day.


 


(e)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 




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(f)
Entire Agreement. This Agreement, the Purchase Agreement and the other Transaction Documents, together with the exhibits and schedules
thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


(g)
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.


 


(h)
Governing Law; Jurisdiction, WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without
regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York,
New York (the “New York City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York City Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New
York City Courts, or such New York City Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each
party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an
action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution
of such action or proceeding.


 


(i)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable
best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(k)
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be
deemed to limit or affect any of the provisions hereof.


 


(l)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint
with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action
taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges
that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations
or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such
purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,
not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested
to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company
and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


********************


 


(Signature
Pages Follow)


 




    	11



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	Trio
    Petroleum Corp
	 	 	 
	 	By:	/s/
    Ron Bauer
	 	Name:	Ron
    Bauer
	 	Title:
    	Chief
    Executive Officer


 


[Signature
Page of Holders Follows]


 




    	12



     


    

 





[SIGNATURE
PAGE OF HOLDERS)





 


	Name
    of Holder: 	Firstfire
    Global Opportunities Fund LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Holder:	/s/
    Eli Fireman	 
	 	 	 
	Name
    of Authorized Signatory: 	Eli
    Fireman	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 


{Signature
Page Continues}


 




    	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS)





 


	Name
    of Holder: 	GenCap
    Fund I LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Holder: 	/s/
    Cosmin Panait	 
	 	 	 
	Name
    of Authorized Signatory: 	Cosmin
    Panait	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 


{Signature
Page Continues}


 







    	 



     


    

 





[SIGNATURE
PAGE OF HOLDERS)


 


	Name
    of Holder: 	LTS
    Holdings LLC	 
	 	 	 
	Signature
    of Authorized Signatory of Holder: 	/s/
    John Forsythe III	 
	 	 	 
	Name
    of Authorized Signatory: 	John
    Forsythe III	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Member	 


 


{Signature
Page Continues}


 




    	 



     


    

 








[SIGNATURE
PAGE OF HOLDERS)


 


	Name
    of Holder: 	Primal
    Nutrition, Inc.	 
	 	 	 
	Signature
    of Authorized Signatory of Holder: 	/s/
    Mark Sisson	 
	 	 	 
	Name
    of Authorized Signatory: 	Mark
    Sisson	 
	 	 	 
	Title
    of Authorized Signatory: 	President,
    CEO	 


 





{Signature
Page Continues}


 




    	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS)


 


	Name
    of Holder: 	Theseus
    Capital Ltd.	 
	 	 	 
	Signature
    of Authorized Signatory of Holder: 	/s/
    Ron Bauer	 
	 	 	 
	Name
    of Authorized Signatory: 	Ron
    Bauer	 
	 	 	 
	Title
    of Authorized Signatory: 	Managing
    Partner	 


 


{Signature
Page Continues}