Exhibit
10.1


 


Petrolia
Energy Corporation


 


Best
Efforts, No Minimum Offering


Private
Placement Offering to Accredited Investors of


Series
C Convertible Preferred Stock


 


November
2021


Houston,
Texas


 


The
following information is provided to you as an accredited or offshore investor who has indicated an interest in investing in these securities.
In addition, the Officers and Directors of Petrolia Energy Corporation (the “Company”) are available to answer questions
and provide additional information you may request. However, first and foremost be advised that these securities involve a high degree
of risk.


 


Financial
Condition - The Company has been operating at a financial loss due to limited oil production, current liabilities and debt repayment
obligations. However, since the Company’s purchase of a 50% working interest in the Utikuma Lake field in Alberta, Canada, we have
added an estimated 250 barrels of oil equivalent per day (boepd) of net production. The current monthly cash generated, and the future
monetization of the Utikuma Lake asset are important factors in the future of the Company. The current co-owner and operator of the field
is Blue Sky Resources (BSR), a company controlled by Zel Khan’s (the Company’s former CEO) father. We have retained Canadian
counsel and are pursuing our options to ensure that we are paid our share of monthly production.


 


A
current report on Form 8-K relating to the loss of our Twin Lakes field ownership was filed with the Securities and Exchange Commission
as of October 25, 2021 (available at https://www.sec.gov/Archives/edgar/data/1368637/000149315221026222/form8-k.htm) and should
be read in detail. Prior management did not inform the Board about the impending loss of the field during the entire period they were
receiving direct communication from the New Mexico authorities about the matter. An additional Form 8-K has been filed that describes
the super majority voting Series B preferred stock that has been issued, which is available at https://www.sec.gov/Archives/edgar/data/1368637/000149315221026224/form8-k.htm.


 


We
are currently deficient in our periodic filings with the Securities and Exchange Commission and our common stock is not eligible for
proprietary broker-dealer quotations on OTC Markets Group and such quotations are currently restricted from public viewing. As such,
there is no quoted price of our common stock to base your investment decision on. Our common stock may never be quoted or traded publicly
in the future.


 


The
proceeds from this offering are planned to be used to (i) engage legal counsel to potentially take legal action against (a) the operator
of our Utikuma asset and (b) former officers of the company, and (ii) complete and bring current our filings with the SEC.


 


Offering
- The current offering is for up to an aggregate of 50,000 shares at a cost of $10.00 per share of preferred stock that is convertible
into an aggregate of 50,000,000 shares of common stock ($0.01 per share), subject in all cases to the Subscription Agreement attached
hereto and the terms of the Series C Preferred Stock, which are set forth in the Designation of such Series C Preferred Stock attached
to the Subscription Agreement. The Series C Preferred Stock shares will earn an 8% cumulative dividend per annum (increasing to 11% after
December 31, 2023), payable in kind, until they are converted to common stock or earlier redeemed. The dividend will be paid in kind.
The minimum investment is $25,000 for 2,500 preferred shares. Investors can only be accredited investors or offshore. The offering may
be increased, closed, extended, or expanded at any time by the Board of Directors. The shares are subject to redemption by the Company
at par ($10.00 per share) subject to 30 days written notice during which time the holder may elect to convert into the common shares.
The summary above is qualified in its entirety by the designation of the Series C Preferred Stock attached to the Subscription Agreement.


 


The
foregoing disclosures, as well as information obtained from the Company during the investor’s due diligence investigation, contain
various forward-looking statements that are based on our beliefs and assumptions made by and information currently available to us. Any
statement that does not contain a historical fact may be deemed to be a forward-looking statement. The words “intend,” “predict,”
“potential,” “continue,” “believe,” “expect,” “anticipate,” “estimate,”
the negative of such terms, and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such words. Such statements may include statements regarding, and are subject to, certain risks, uncertainties, and
assumptions that could cause actual results to differ materially from projections or estimates. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated,
estimated, or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date
made. We do not undertake to update our forward-looking statements.


 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT


PETROLIA
ENERGY CORPORATION


(a
Texas corporation)


 


Petrolia
Energy Corporation, a Texas corporation (the “Company”), is offering for purchase to a limited number of qualified
investors up to an aggregate of 50,000 shares of Series C Preferred Stock (the “Maximum Amount”), at a price
of $10.00 per share convertible into an aggregate of 50,000,000 shares of common stock ($0.01 per share)(the “Offering”)
with a minimum subscription amount of 2,500 shares for a $25,000 investment. The Series C Preferred Stock shares will earn an 8% cumulative
dividend per annum, payable in additional shares of Series C Preferred Stock, until they are converted to common stock or redeemed as
described in the designation of the Series C Preferred Stock attached to the Subscription. The Series C Preferred Stock is being offered
on a “best efforts, no minimum” basis to a limited number of “Accredited Investors”
and non-”U.S. Persons” (as each such term is defined in the Subscription Agreement attached hereto). The Offering
is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(b) of Regulation D and
Regulation S of the Securities Act of 1933, as amended. The minimum investment is $25,000 (the “Purchase Price”),
although the Company may, in its discretion, accept subscriptions for a lesser amount. The Company reserves the right to reject orders
for the purchase of shares in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without
interest the next business day after rejection. There is no minimum amount required for an initial closing, and all proceeds will be
available for immediate use by the Company. Additionally, the Company, in its sole discretion, may waive or increase the Maximum Amount
or extend or close the Offering, without notice to prospective investors or subscribers in the Offering.


 


INSTRUCTIONS
TO INVESTORS


 


Persons
wishing to subscribe for shares of Series C Preferred Stock in the Company must perform the following:


 


	 	1.	Thoroughly
    read and review (a) the Subscription Agreement attached hereto; (b) the Certificate of Designation of Petrolia Energy Corporation
    Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Convertible Preferred Stock, attached
    to the Subscription Agreement as Exhibit A; and (b) the Information for Residents of Certain States, attached to the Subscription
    Agreement as Exhibit B.
	 	 	 
	 	2.	Complete
    Subscription Agreement, being certain to indicate, your name, entity type, the number of shares of Series C Preferred Stock you will
    purchase and the total purchase price.
	 	 	 
	 	3.	Wire
    funds (domestic) to the Company:


 


	 	 	 	Receiving
    Bank Name:	Chase
    Bank
	 	 	 	ABA
    Routing Number:	021000021
	 	 	 	Account
    Name:	Petrolia
    Energy Corp
	 	 	 	Account
    Number:	449387971
	 	 	 	For
    international only 	Swift
    Code: CHASUS33


 


	 	 	Or
    mail funds to the Company at the following address:
	 	 	 
	 	 	 	Petrolia
    Energy Corporation
	 	 	 	Attn:
    Mark Allen, CEO
	 	 	 	710
    N. Post Oak Rd., Ste. 400
	 	 	 	Houston,
    Texas 77024


 


	 	4.	FedEx
    original signature pages to:
	 	 	 
	 	 	 	Petrolia
    Energy Corporation
	 	 	 	Attn:
    Mark Allen, CEO
	 	 	 	710
    N. Post Oak Rd., Ste. 400
	 	 	 	Houston,
    Texas 77024


 


Note
to Partnership, Limited Liability, and Corporate Subscribers:


 


Partnerships
provide a copy of the partnership agreement, as amended to date, showing the date of formation and giving evidence of the authority
of the person(s) signing the subscription documentation to do so.


 


Corporations
provide a copy and the filing date of the articles of incorporation and bylaws, as amended to date, and a corporate resolution
authorizing the purchase of the Shares and giving authority to the person(s) signing the subscription documents to do so.


 


Limited
Liability Companies provide a copy and the filing date of the articles of organization and operating agreement, as amended to
date, and a resolution authorizing the purchase of the Shares and giving authority to the person(s) signing the subscription documents
to do so.


 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT


IN


PETROLIA
ENERGY CORPORATION


 


Petrolia
Energy Corporation


Attn:
Mark Allen, CEO


710
N. Post Oak Rd., Ste. 400


Houston,
Texas 77024


 


A.Subscription.
This Agreement has been executed by  residing and/or having a principal place of business in  (“Purchaser”,
or “Subscriber”) in connection with the Purchaser’s subscription to purchase that number of restricted
shares of Series C Preferred Stock set forth on the signature page of this Subscription Agreement (the “Shares”,
the “Securities” or the “Preferred Stock”), for $10.00 per share, of Petrolia Energy
Corporation, a Texas corporation (the “Company”), as part of a “best efforts, no minimum”
offering to multiple investors, defined herein as the “Offering”) by the Company. The Offering is made in reliance
upon an exemption from registration under the federal securities laws provided by Rule 506(b) of Regulation D and Regulation S of the
Securities Act of 1933, as amended. The minimum investment is $25,000 although the Company may, in its discretion, accept subscriptions
for a lesser amount. The Company reserves the right to reject orders for the purchase of shares in whole or in part, and if a subscription
is rejected the subscriber’s funds will be returned without interest the next business day after rejection. There is no amount
required for an initial closing, and all proceeds will be available for immediate use by the Company. The Shares shall be purchased for
that purchase price set forth on the signature page of this Agreement, calculated at $10.00 per Share (the “Purchase Price”).
The Company, in its sole discretion, may waive or increase the maximum number of Shares being offered in the Offering, currently 50,000
preferred shares (the “Maximum Amount”), or extend or close the Offering, without notice to prospective investors
or subscribers in the Offering.


 


When
the context in which words are used in this Subscription Agreement (“Agreement”) indicates that such is the
intent, singular words shall include the plural, and vice versa, and masculine words shall include the feminine and neuter genders, and
vice versa. Any reference to a person shall include an individual, trust, estate, or any incorporated or unincorporated organization,
including general or limited partnerships, limited liability companies, corporations, joint ventures and cooperatives, and all heirs,
executors, administrators, legal representatives, successors and assigns of such person where permitted or required by the context. Captions
are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.


 


B.  Acceptance of Subscription. It is understood and agreed that the Company shall have
the right to accept or reject this subscription (the “Subscription”), in whole or in part, and that the same
shall be deemed to be accepted by the Company only when it is signed by the Company.


 




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Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


C.  Representations and Warranties of Subscriber. Subscriber hereby represents and warrants
to the Company as follows:


 


i)  Subscriber has such knowledge and experience in financial and business matters that Subscriber
is capable of evaluating the merits and risks of an investment in the Company and the suitability of the Securities as an investment
for Subscriber;


 


ii) Subscriber
is an Accredited Investor or a non-U.S. Person. “Accredited Investor” means:


 


(A)
an individual who has a net worth (either individually or jointly with spouse) in excess of $1,000,000 (excluding the individual’s
principal residence); or an individual who had an individual income (NOT including joint income with spouse) in excess of $200,000 in
each of the two most recent tax years and reasonably expects individual income in excess of $200,000 during the current tax year; or
an individual who had an income (including joint income with spouse) in excess of $300,000 in each of the two most recent tax years and
reasonably expects individual income in excess of $300,000 during the current tax year. “Income” for this purpose
is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount of any tax-exempt
interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any deduction claimed for
depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement plan; and (f) any amount
by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section
1202 of the Code; or


 


(B)
an entity which is one of the following, not formed solely for the purpose of subscribing for the Securities:


 


	 	(a)	A
    bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act,” the “Securities
    Act” or the “1933 Act”) or a savings and loan association or other institution as defined
    in Section 3(a)(5)(A) of the Securities Act of 1933, whether acting in an individual or a fiduciary capacity;
	 	 	 
	 	(b)	An
    insurance company, as defined in Section 2(13) of the Securities Act of 1933;
	 	 	 
	 	(c)	An
    investment company registered under the Investment Company Act of 1940;
	 	 	 
	 	(d)	A
    business development company, as defined in Section 2(a) (48) of the Investment Company Act of 1940;


 




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Petrolia Energy Corporation




    	 



    

 


	 	(e)	A
    small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
    Investment Act of 1958;
	 	 	 
	 	(f)	An
    employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and the investment is
    made by Subscriber as a plan fiduciary, as defined in Section 3(21) of such Act, and Subscriber is a bank, insurance company or a
    registered investment advisor, or has total assets in excess of $5 million;
	 	 	 
	 	(g)	A
    private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940;
	 	 	 
	 	(h)	An
    organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust,
    or a partnership, not formed for the specific purpose of acquiring Securities, with total assets in excess of $5 million;
	 	 	 
	 	(i)	An
    irrevocable trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Securities, whose purchase
    is directed by a person with such knowledge and experience in financial and business matters that (s)he is capable of evaluating
    the merits and risks of the prospective investment;
	 	 	 
	 	(j)	A
    revocable trust that is revocable by its grantors, each of whose grantors is an accredited investor, qualifies as an accredited investor
    for the purposes of the subscription (each grantor should complete the individual accredited information questionnaire, and describe
    the fact that they are grantors of the trust on such individual questionnaire below); or
	 	 	 
	 	(k)	An
    entity in which all of the equity owners are Accredited Investors; or


 


A
non “U.S. person” is defined under Regulation S as promulgated by the Securities and Exchange Commission (“SEC”)
under authority of the Securities Act; resides outside of the United States; was not solicited for an investment in this Offering by
the Company or any person or entity acting on its behalf while he, she or it, was located within the United States; has not entered into
this Agreement inside the United States; and certifies under penalty of perjury that it is neither a citizen nor a resident of the United
States and the following definitions and acknowledgements are applicable to the current purchase.


 


For
purposes of the foregoing:


 


(A)
A “U.S. person” is defined by Regulation S of the Securities Act as:


 


	 	●	Any
    natural person resident in the United States;


 




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Petrolia Energy Corporation




    	 



    

 


	 	●	Any
    partnership or corporation organized or incorporated under the laws of the United States;
	 	 	 
	 	●	Any
    estate of which any executor or administrator is a U.S. person;
	 	 	 
	 	●	Any
    trust of which any trustee is a U.S. person;
	 	 	 
	 	●	Any
    agency or branch of a foreign entity located in the United States;
	 	 	 
	 	●	Any
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. person;
	 	 	 
	 	●	Any
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
    or (if an individual) resident in the United States; and
	 	 	 
	 	●	Any
    partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction; and formed by a U.S. person principally
    for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited
    investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts;


 


(B)
At the time the buy order for the Securities was originated, Subscriber was outside the United States;


 


(C)
Subscriber is purchasing the Securities for his, her or its own account and not on behalf of any U.S. person, and the sale has not been
pre-arranged with a purchaser in the United States;


 


(D)
All offering documents received by the Subscriber include statements to the affect that the securities have not been registered under
the 1933 Act and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the 1933
Act or an exemption from the registration requirement is available;


 


(E)
Subscriber has been informed that the Securities will not be registered in the United States under the 1933 Act, and are being offered
and sold pursuant to this Agreement in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings;


 


(F)
The “United States” means the United States of America, its territories and possessions, any State of the United
States, and the District of Columbia; and


 


(G)
The Subscriber will comply with all of the requirements of Regulation S of the 1933 Act.


 




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Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


(H)
No one other than the Subscriber has any beneficial interest in the Securities. The Subscriber is purchasing the Securities for its account
for the purpose of investment and not (i) with a view to, or for sale in connection with, any distribution thereof; or (ii) for the account
or on behalf of any U.S. person.


 


(I)
The Subscriber will not (i) resell or offer to resell the Securities, or any portion thereof, or (ii) engage in hedging transactions,
in each case, except in accordance with the terms of this Subscription and in accordance with Regulation S, pursuant to registration
under the Securities Act or pursuant to an available exemption from registration under the Securities Act and otherwise in compliance
with all applicable securities laws.


 


(J)
The Subscriber will not, during the period commencing on the date of issuance of the Subscription and ending on the first anniversary
of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Securities in the United States, or to a U.S. person for the account
or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.


 


(K)
The Subscriber will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities only pursuant
to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign
securities laws.


 


(L)
The Subscriber was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any
short selling of or any hedging transaction with respect to the Securities, including without limitation, any put, call or other option
transaction, option writing or equity swap.


 


(M)
Neither the Subscriber nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to the Securities and the Subscriber and any person acting on its behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.


 


(N)
The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(O)
Neither the Subscriber nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of
the Securities. The Subscriber agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements
required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with
any local applicable securities laws.


 




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Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


iii)  The Subscriber is acquiring the Securities for his, her or its own account for long-term investment
and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have
any reason to anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would
necessitate or require his, her or its sale or distribution of the Securities. No one other than the Subscriber has any beneficial interest
in said securities. No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase
any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or
value of any of the Securities;


 


iv) Subscriber
has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities or suitability
of an investment in the Securities or the Company other than those set forth herein and attached hereto;


 


v)  Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber
has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a
loss should occur;


 


vi)  Subscriber has had an opportunity to inspect relevant documents relating to the organization
and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber
has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s);


 


vii)  Subscriber has had an opportunity to ask questions of and receive satisfactory answers from
the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of this investment and the
Offering and the Securities, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied
Subscriber any information for investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber
is relying on its own investigation and evaluation of the Company and the Securities in making an investment hereunder and not on any
other information whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement and the
attachments, provided to the Subscriber by the Company;


 


viii)  The Subscriber recognizes that the investment herein is a speculative venture and that the
total amount of funds tendered to purchase Securities is placed at the risk of the business and may be completely lost. The purchase
of Securities as an investment involves special risks;


 


ix)  The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age
of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and all other related agreements
or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii)
if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated
organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Shares and such entity
is duly organized, validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident
and domiciliary of the state set forth in the Investor Application (the “Qualification Questionnaire”) and
has no present intention to become a resident of any other state or jurisdiction;


 




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Petrolia Energy Corporation




    	 



    

 


x) Subscriber
acknowledges and is aware of the following:


 


(1) There
are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have
no right to require that the Securities be registered under the 1933 Act; there may not be any public market for the Securities; Subscriber
may not be able to use the provisions of Rule 144 of the 1933 Act with respect to the resale of the Securities; and accordingly, Subscriber
may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in
the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt
from registration under the 1933 Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions
on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting
services in connection with reviewing a proposed transfer;


 


(2) No
federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment or
any recommendation or endorsement of the Securities;


 


(3)  The Securities have not been approved or registered under any Blue Sky law or with any State
Securities Division, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and


 


(4)  The purchase of Securities under this Subscription Agreement is expressly conditioned upon
the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws.
The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification
be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted,
in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received
by the Company from the Subscriber prior to such rescission.


 


xi)  The Subscriber has carefully considered and has, to the extent he, she or it believes such
discussion is necessary, discussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment
in the Securities for his, her or its particular tax and financial situation and that the Subscriber and his, her or its advisers, if
such advisors were deemed necessary, have determined that the Securities are a suitable investment for him, her or it;


 


xii)  The Subscriber has not become aware of this Offering and has not been offered Securities by
any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the
Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation
or advertising;


 




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Petrolia Energy Corporation




    	 



    

 


xiii)  The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities
and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will
cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies;


 


xiv)  The Subscriber confirms and represents that he, she or it is able (i) to bear the economic
risk of his, her or its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss
of his, her or its investment. The Subscriber also represents that he, she or it has (i) adequate means of providing for his, her or
its current needs and possible personal contingencies, and (ii) has no need for liquidity in this particular investment;


 


xv) The
Subscriber understands that the Securities are being offered and sold to he, she, or it in reliance on specific exemptions from or non-application
of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine
the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber
has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct
and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement
by the Company, the Subscriber will immediately provide the Company with such information;


 


xvi) The
Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the purchase
of the Securities. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no further consent
or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners, as the
case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation
of the Subscriber enforceable against the Subscriber in accordance with its terms;


 


xvii) The
Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the Securities
purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended, and the Subscriber is acting
independently with respect to its investment in the Securities;


 


xviii) The
Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Qualification
Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly;


 




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Petrolia Energy Corporation




    	 



    

 


xix) The
Subscriber confirms and certifies that:


 


	 	(a)	Subscriber
    is in receipt of and has carefully and thoroughly read and reviewed and understands (i) the Certificate of Designation of Petrolia
    Energy Corporation Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Convertible Preferred
    Stock, attached hereto as Exhibit A; and (ii) the Information for Residents of Certain States, attached hereto as Exhibit
    B.
	 	 	 
	 	(b)	Prior
    to the Subscriber’s entry into this Agreement, Subscriber has had an opportunity to review the Company’s reports, schedules,
    forms, statements and other documents filed by the Company with the United States Securities and Exchange Commission (the “SEC
    Reports”) (which filings can be accessed by going to http://www.sec.gov/edgar/searchedgar/companysearch.html, typing
    Petrolia Energy” in the “Company and Person Lookup” field, and clicking the “Search”
    button), including, but not limited to the Company’s latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as
    well as its Current Reports on Form 8-K that have been filed since its latest periodic report filing.
	 	 	 
	 	(c)	The
    Subscription hereunder is irrevocable by Subscriber, and, except as required by law, Subscriber is not entitled to cancel, terminate
    or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements
    shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and
    their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more
    than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties
    and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors,
    administrators, successors, legal representatives and permitted assigns.
	 	 	 
	 	(d)	No
    federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes;
    or any recommendations or endorsements of the Securities.
	 	 	 
	 	(e)	The
    Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and
    the provisions of Rule 506(b) of Regulation D and/or Regulation S thereunder, which is in part dependent upon the truth, completeness
    and accuracy of the statements made by the Subscriber herein.
	 	 	 
	 	(f)	It
    is understood that in order not to jeopardize the Offering’s exempt status under Section 4(a)(2) and/or Rule 506(b) of the
    Securities Act and Regulation D or Regulation S, any transferee may, at a minimum, be required to fulfill the investor suitability
    requirements thereunder.


 




    	Page 9 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


	 	(g)	Subscriber,
    as required by the Internal Revenue Code, certifies under penalty of perjury that 1) the Social Security Number or Federal Identification
    Number provided below is correct and 2) Subscriber is not subject to backup withholding either because Subscriber has not been notified
    that Subscriber is subject to backup withholding as a result of a failure to report interest or dividends, or because the Internal
    Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding.
	 	 	 
	 	(h)	IN
    MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON HIS, HER, OR ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
    INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
    REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
	 	 	 
	 	(i)	THIS
    SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS
    NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.


 


xx) The
Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company need
not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return
any of the undersigned’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required
to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms
that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices
below that of the Offering, which may cause dilution to the Subscriber; and


 


xxi) The
Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, he, she or it has fully informed
itself, himself or herself of the terms, contents, conditions and effects of this Agreement and the exhibits, and the Shares; (b) the
Subscriber has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity
to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement and the exhibits; and
(d) the Subscriber has acted voluntarily and of its, his or her own free will in executing this Agreement.


 




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Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


D. Indemnification.
Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties in paragraph
C hereof, and Subscriber hereby agrees to indemnify and hold harmless the Company and its affiliates, partners, officers, directors,
agents, attorneys, and employees from and against any and all loss, damage or liability due to or arising out of a breach of any such
representations or warranties and the breach of any representations and warranties whatsoever made herein. Notwithstanding the foregoing,
however, no representation, warranty, acknowledgment or agreement made herein by Subscriber shall in any manner be deemed to constitute
a waiver of any rights granted to Subscriber under federal or state securities laws. The representations and warranties set forth herein
shall survive the date upon which the Subscriber becomes a shareholder of the Company and/or the date of this Agreement in the event
the Company does not accept the Subscriber’s subscription. No representation, warranty or covenant in this Agreement, nor the Qualification
Questionnaire, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained
therein, in light of the circumstances under which they were or are to be made, not misleading.


 


E. Compliance
with Securities Laws. Subscriber understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s)
evidencing the Securities in substantially the following form:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED
WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.


 


F. Future
Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and working capital through
a variety of sources in the future, and that although the Company may undertake one or more public or private offerings of its debt or
equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, Subscriber
understands and agrees that the Company reserves the right to make future offers, either public or private, of securities, including,
but not limited to, promissory notes, shares of common stock, preferred stock or warrants, on terms that may be more than or less favorable
than the Shares. Subscriber further confirms that Subscriber has no right to purchase any securities in any future offerings.


 


G. Confidentiality.
Subscriber agrees to maintain in confidence all information furnished by the Company or its agents that may be deemed to be material
nonpublic information, including, but not limited to the fact that the Offering is being made and the terms and conditions of this Offering.


 




    	Page 11 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


H. U.S.A.
Patriot Act and Anti-Money Laundering Representations. Subscriber represents and warrants that Subscriber is not and is not acting
as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office
of Foreign Assets Control, U.S. Department of Treasury. In addition, Subscriber is in full compliance with all applicable U.S. laws,
regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements,
including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National
Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321
of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading
with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. The Subscriber represents that the amounts
invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal,
state or international laws and regulations, including anti-money laundering laws and regulations (collectively, the “Regulations”).
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom
the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on
an Office of Foreign Assets Control (“OFAC”) list, or a person or entity prohibited under the OFAC Programs.
Subscriber will provide additional information or take such actions as may be necessary or advisable for the Company, in its sole judgment,
to comply with any such Regulations.


 


I.Entire
Agreement. This Subscription is the entire and fully integrated agreement of the parties regarding the subject matter hereof, and
there are no oral representations, warranties, agreements, or promises pertaining to this Subscription, or the Securities, whether set
forth in any presentations other documents or information provided to the Subscriber or otherwise.


 


J. Construction.
The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto.
All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties.


 


K.Purchase
Payment. The Purchase Price shall be paid to the Company in cash, check or via wire transfer simultaneously with the Subscriber’s
entry into this Agreement.


 


L.Construction
of Terms. As used in this Agreement, the terms “herein,” “herewith,” “hereof”
and “hereunder” are references to this Agreement, taken as a whole; the term “includes”
or “including” shall mean “including, without limitation;” the word “or”
is not exclusive; and references to a “Section,” “subsection,” “clause,”
“Exhibit,” “Appendix,” “Schedule,” “Annex”
or “Attachment” shall mean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment
of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits, Appendices, Schedules, Annexes
or Attachments to any document shall be deemed incorporated by reference in such document. All references to or definitions of any agreement,
instrument or other document (a) shall include all documents, instruments or agreements issued or executed in replacement thereof, and
(b) except as otherwise expressly provided, shall mean such agreement, instrument or document, or replacement or predecessor thereto,
as modified, amended, supplemented and restated through the date as of which such reference is made.


 




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Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


M. Effect
of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original. It
shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
A copy of this Agreement signed by one party and (a) faxed to another party or (b) scanned and emailed to another party, shall be deemed
to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this Agreement shall be effective
as an original for all purposes.


 


N. Severability.
The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall
not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.


 


O. Further
Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and
further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.


 


P. Governing
Law. This Agreement shall be interpreted in accordance with the laws of the State of Texas. In the event of a dispute concerning
this Agreement, the parties agree that venue lies in a court of competent jurisdiction in Harris County, Texas.


 


Q. Collection
of Personal Information. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit the Subscriber
is subscribing) acknowledges and consents to the fact the Company is collecting the Subscriber’s (and any beneficial purchaser’s)
personal information pursuant to this Agreement. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose
benefit the Subscriber is subscribing) acknowledges and consents to the Company retaining the personal information for as long as permitted
or required by applicable law or business practices. The Subscriber (on its own behalf and, if applicable, on behalf of any person for
whose benefit the Subscriber is subscribing) further acknowledges and consents to the fact the Company may be required by applicable
securities laws and stock exchange rules to provide regulatory authorities any personal information provided by the Subscriber respecting
itself (and any beneficial purchaser). By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection,
use and disclosure of the Subscriber’s (and any beneficial purchaser’s) personal information. The Subscriber also consents
to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with
any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents
and warrants that it has the authority to provide the consents and acknowledgments set out in this paragraph on behalf of all beneficial
purchasers.


 




    	Page 13 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


“PURCHASER”


 


Check
enclosed in the amount of $ _________________________


or
Wire Transfer Sent in the Amount of $_____________________


 


Subscribed
for: ______________ shares.


 


Social
Security or Taxpayer I.D. Number [required if applicable]:______________________________________


 


Business
Address (including zip code):________________________________________________


Business
Phone: (___)______________________________________________________


 


Residence
Address (including zip code)________________________________________________


Residence
Phone: (___)_____________________________________________________________


 


All
communications to be sent to: Business or Residence Address


 


Name
Shares should be registered in ________________________________________________


 


If
different than subscriber name please advise of the reason for such difference:


____________________________________________________________________________


 


Address
for registration of shares:


_______________________________________________________________________________________


 


Email
Address:___________________________________________________________________


 


Please
indicate on the following pages the form in which you will hold title to your interest in the securities. PLEASE CONSIDER CAREFULLY.
ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SECURITIES AND MAY THEREFORE
BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THE SECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the
advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the securities, because different
forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s
domicile and his or her particular personal circumstances.


 


Please
select one of the following forms of ownership:


 


	☐	INDIVIDUAL
    OWNERSHIP (one signature required)
	 	 
	☐	JOINT
    TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign)


 




    	Page 14 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


	☐	COMMUNITY
    PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in
    both names)
	 	 
	☐	TENANTS
    IN COMMON (both or all parties must sign)
	 	 
	☐	GENERAL
    PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign, and include a copy of the Partnership
    Agreement)
	 	 
	☐	LIMITED
    PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign, and include
    a copy of the Limited Partnership Agreement and any other document showing that the investment is authorized)
	 	 
	☐
    	LIMITED
    LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a member authorized to sign, and include
    a copy of the LIMITED LIABILITY COMPANY’s Operating Agreement and any other documents necessary to show the investment is authorized.)
	 	 
	☐
    	CORPORATION
    (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign, and include a copy
    of the Corporation’s Articles and certified Corporate Resolution authorizing the signature)


 


PLEASE
ALSO COMPLETE PAGES 16 THROUGH 18, AS APPLICABLE, BELOW, AND THE QUESTIONNAIRE BEGINNING ON PAGE 19 OF THIS SUBSCRIPTION AGREEMENT, WHICH
IS A REQUIRED PART OF THIS AGREEMENT.


 




    	Page 15 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


EXECUTION


 


Please
execute this Subscription Agreement by completing the appropriate section below.


 


1. If
the subscriber is an INDIVIDUAL, complete the following:


 


	_____________________________________________	 
	Signature
    of Subscriber	 
	 	 
	_____________________________________________	 
	Name
    (please type or print)	 
	 	 
	_____________________________________________	 
	Signature
    of Spouse or Co-Owner if funds are	 
	to
    be invested as joint tenants by the entirety	 
	or
    community property.	 


 


2. If
the subscriber is a CORPORATION, complete the following:


 


The
undersigned hereby represents, warrants and covenants that the undersigned has been duly authorized by all requisite action on the part
of the corporation listed below (“Corporation”) to acquire the Shares, and further, that the Corporation has
all requisite authority to acquire such Shares.


 


The
officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein
applies to that Corporation and that he has authority under the articles of incorporation, bylaws, and resolutions of the board of directors
of such Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation, the bylaws
and, as necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case as amended
to date.


 


	Name
    of Corporation (please type or print)	 
	 
	 	 	 
	By:
    	__________________________________________	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




    	Page 16 of 26
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Petrolia Energy Corporation




    	 



    

 


3. If
the subscriber is a PARTNERSHIP, complete the following:


 


The
undersigned hereby represents, warrants and covenants that the undersigned is a general partner of the partnership named below (“Partnership”),
and has been duly authorized by the Partnership to acquire the Shares and that he has all requisite authority to acquire such Shares
for the Partnership.


 


The
undersigned represents and warrants that each of the above representations or agreements or understandings set forth herein applies to
that Partnership and he is authorized by such Partnership to execute this Subscription Agreement. Such partner encloses a true copy of
the partnership agreement of said Partnership, as amended to date, together with a current and complete list of all partners thereof.


 


	_____________________________________________	 
	Name
    of Partnership (please type or print)	 
	 	 	 
	By:
    	________________________________________________	 
	 	 	 
	Name:
    	______________________________________________	 
	 	 	 
	Title:
    	_______________________________________________	 


 




    	Page 17 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


5. If
the subscriber is a LIMITED LIABILITY COMPANY, complete the following:


 


The
undersigned hereby represents, warrants and covenants that the undersigned has been duly authorized by all requisite action on the part
of the Limited Liability Company listed below (“Company”) to acquire the Shares and, further, that the Company
has all requisite authority to acquire such Shares.


 


The
officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein
applies to that Company and that he has authority under the articles of organization, company agreement, and resolutions of the managers
and/or members, as applicable, of such Company to execute this Subscription Agreement. Such officer encloses a true copy of the articles
of organization, the operating agreement and, as necessary, the resolutions of the managers and/or members authorizing a purchase of
the investment herein, in each case as amended to date.


 


	_____________________________________________	 
	Name
    of Company (please type or print)	 
	 	 	 
	By:
    	__________________________________________	 
	 	 	 
	Name:
    	______________________________________	 
	 	 	 
	Title:	____________________________________	 
	 	 	 
	ACCEPTED
    BY THE COMPANY this the ________ day of ___________________, 2022.
	 	 	 
	PETROLIA
    ENERGY CORPORATION	 
	 	 	 
	By:	____________________________	 
	 	 	 
	Name:	____________________________	 
	 	 	 
	Title:	____________________________	 


 


PLEASE
ALSO COMPLETE THE QUESTIONNAIRE BEGINNING ON PAGE 19 OF THIS SUBSCRIPTION AGREEMENT, WHICH IS A REQUIRED PART OF THIS AGREEMENT.


 




    	Page 18 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


Subscription
Documents - Continued


PETROLIA
ENERGY CORPORATION (THE “COMPANY”)


INVESTOR
APPLICATION


(QUALIFICATION
QUESTIONNAIRE)


(CONFIDENTIAL)


 


ALL
INFORMATION CONTAINED IN THIS APPLICATION WILL BE TREATED CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this application to such parties as the Company, in its discretion, deems appropriate when called upon to establish that the
proposed offer and sale of the Securities are exempt from registration of the Securities Act of 1933, as amended, or meet the requirements
of applicable securities and blue sky laws.


 


PART
I - INDIVIDUALS (OTHERS COMPLETE PART II)


 


	1.	Name:
     ________________________________________________________________
	 	 
	2.	Residence
    Address: _______________________________________________________________
	 	 
	 	Residence
    Telephone: ________________________________________________________________
	 	 
	3.	Social
    Security Number: _________________________________________________
	 	 
	 	Date
    of Birth: ___________________________________________________________
	 	 
	 	Citizenship: ________________________________________________________________
	 	 
	4.	Present
    Employer: __________________________________________________________
	 	 
	 	Business
    Address: _______________________________________________________
	 	 
	 	Business
    Telephone: ______________________________________________________________
	 	 
	 	 Title/Position: _________________________________________________________


 




    	Page 19 of 26
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Petrolia Energy Corporation




    	 



    

 


	6.	Investment
    Experience


 


I
have made investments, or been involved in activities, of the type indicated below (recognizing that the types of investments listed
are not mutually exclusive and certain investments may fall into two or more of the categories listed):


 


	 	CHECK
    ALL THAT APPLY
	 	 	 
		______(a)	Ownership
    of stocks, bonds, and other securities
	 	 	 
	 	______(b)	Investment
    in partnerships, joint ventures and other syndicates
	 	 	 
		______(c)	Other
    direct or partnership investments (such as real estate, oil and gas, equipment leasing, research and development, agriculture or
    commodities syndications)


 


	 	Do
    you make your own ultimate decisions on your investments?
	 	YES
    ☐	NO
    ☐


 


	7.	Method of Investment Evaluation
	 	 
	 	Each subscriber must have sufficient knowledge and
    experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company or
    must retain the services of a Purchaser Representative(s) (who may be an attorney, accountant or other financial advisor but not
    a person employed by or associated with the Company or its affiliates) for the purpose of this particular transaction.
	 	 
	 	This item is presented in alternative form. Please
    cheek the appropriate alternative.
	 	 
	_______	Alternative One: No Advisor.
	 	 
	 	I have such knowledge and experience in financial and
    business matters that I am capable of evaluating the merits and risks of an investment in the Company and of making an informed investment
    decision, and will not require a Purchaser Representative. 
	 	 
	_______	Alternative Two: Purchaser Representative.
	 	 
	 	I have relied upon the advice of the following Purchaser
    Representative (who is not affiliated with the Company or its affiliates) in evaluating the merits and risks of an investment in
    the Company. 


 




    	Page 20 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


	 	Name:
    _________________________________________
	 	 
	 	(name
    of purchaser representative)
	 	 
	 	Address:
_____________________________________________________    
	 	 
	 	Relationship:
_______________________________________    


 


The
above-named Purchaser Representative and I together have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.


 


PLEASE
COMPLETE 8 OR 9, BELOW


 


	8.	Accredited Individual Investor




 


As
an individual, I ________________________________________ (PRINT NAME) represent that I (please check all that are applicable):


 


	☐
    	have
    a net worth (either individually or jointly with spouse) in excess of $1,000,000 in United States Dollars (“USD”)
    (not including my principal residence); or
	 	 
	☐
    	am
    an individual who had an individual income (NOT including joint income with spouse) in excess of USD $200,000 in each of the two
    most recent tax years and reasonably expects individual income in excess of $200,000 during the current tax year; or
	 	 
	☐
    	am
    an individual who had an income (including joint income with spouse) in excess of USD $300,000 in each of the two most recent tax
    years and reasonably expects individual income in excess of USD $300,000 during the current tax year.
	 	 
	 	“Income”
    for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount
    of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any
    deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement
    plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant
    to the provisions of Section 1202 of the Code.


 


I,
the undersigned, represent that I do not have any state or federal judicial judgments adverse to me nor are there any state or federal
tax liens against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify the Company
immediately of any material change in any of such information occurring prior to the closing of the Offering or, if relevant, any time
during the existence of the Company.


 


	Date:
    	 	 	Signature:
    	 


 




    	Page 21 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


	9.	Non-U.S. Person Investor




 


As
an individual, I ________________________________________ (PRINT NAME) represent that I reside outside of the United States and am not
a “U.S. person” as such term is defined under Regulation S as promulgated by the SEC under authority of the
1933 Act. I was not solicited for an investment in the Offering by the Company or any person or entity acting on its behalf while I was
located within the United States and has not entered into the Subscription Agreement inside the United States. To enable the Company
to avoid withholding interest paid, I certify under penalty of perjury that I am neither a citizen nor a resident of the United States
and that its address set forth above is correct. At the time the buy order for the Securities was originated, Subscriber was outside
the United States. Subscriber is purchasing the Securities for his or her own account and not on behalf of any U.S. person, and the sale
has not been pre-arranged with a purchaser in the United States. I further agree to comply with all of the requirements of Regulation
S of the 1933 Act.


 


I,
the undersigned, represent that I do not have any state or federal judicial judgments adverse to me nor are there any state or federal
tax liens against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify the Company
or the Company immediately of any material change in any of such information occurring prior to the closing of the Offering or, if relevant,
any time during the existence of the Company.


 


	Date:
    	 	 	Signature:
    	 


 


[If
individual purchasers are co-tenants, tenants-in-common or joint owners (including joint owners with such purchaser’s spouse) all
co-tenants, tenants-in-common and/or joint owners shall complete a copy of Part I above] 


 




    	Page 22 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


PART
II-INVESTORS WHO ARE NOT INDIVIDUALS


 


	1.	General
    Information
	 	 
	 	Entity
    Name (“Entity”): __________________________________________________________
	 	 
	 	Address
    of Principal Office: _____________________________________________________
	 	 
	 	Type
    of Organization: __________________________________________________
	 	 
	 	Date
    and Place of Organization: ____________________________________


 


	 	(Please
    attach a copy of your organizational documents in effect, including any amendments).
	 	 
	2.	Business
	 	 
	 	A
    brief description of the business conducted by the entity is as follows:
	 	 
	 	Each
    person involved in making the decision on behalf of the entity, to subscribe to purchase Securities is listed below [NOTE AT LEAST
    ONE NAME MUST BE LISTED]:


 


	 	Name ________________	 	Title
_______________    
	 	 	 	 
	 	Name
________________    	 	Title
_______________    


 


	 	[Please
    list any additional names on a separate page].


 


Each
person named above must complete Part I of this questionnaire.


 


PLEASE
COMPLETE 3 OR 4, BELOW AND PLEASE ALSO COMPLETE SECTION 5


 




    	Page 23 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


		3.	Accredited
                                            Investor Status of Entity



 


Please
check the appropriate description which applies to you.


 


	 	_____
    (a)	A
    bank, as defined in Section 3 (a)(2) of the Securities Act of 1933, or any savings and loan association or other institution as defined
    in Section 3(a)(5)(A) of the Securities Act of 1933, whether you are acting in an individual or a fiduciary capacity.
	 	 	 
	 	_____
    (b)	An
    insurance company, as defined in Section 2(13) of the Securities Act of 1933.
	 	 	 
	 	_____
    (c)	An
    investment company registered under the Investment Company Act of 1940.
	 	 	 
	 	_____
    (d)	A
    business development company, as defined in Section (a)(48) of the Investment Company Act of 1940.
	 	 	 
	 	_____
    (e)	A
    small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
    Investment Act of 1958.
	 	 	 
	 	_____
    (f)	An
    employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and the investment is
    made by you as a plan fiduciary, as defined in Section 3(21) of such Act, and you are a bank, insurance company or a registered investment
    advisor, or you have total assets in excess of $5 million.
	 	 	 
	 	_____
    (g)	A
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
	 	 	 
	 	_____
    (h)	An
    organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust,
    or a partnership, not formed for the specific purpose of acquiring Securities, with total assets in excess of $5 million.
	 	 	 
	 	_____(i)	An
    entity (other than a trust, which must meet the requirements set forth in Section (j), below) in which all of the equity
    owners are accredited investors and meet at least one of the criteria listed in Part I, Section 8 of this Questionnaire.
	 	 	 
	 	_____
    (j)	A
    trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Securities, whose purchase is directed
    by a person with such knowledge and experience in financial and business matters that (s)he is capable of evaluating the merits and
    risks of the prospective investment.


 




    	Page 24 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


If
you checked (i), please complete the following part of this question:


 


	 	 	(1)	List
    all equity owners: __________________________________
	 	 	 	 
	 	 	(2)	What
    is the type of entity? _______________________________
	 	 	 	 
	 	 	(3)	Attach
    a copy of your resolutions or other evidence of the entity’s authority to make this investment.
	 	 	 	 
	 	 	(4)	Represent
    that each equity owner qualifies individually to Part I, Section 9 of this Questionnaire by printing each equity owners name below
    (you may include an additional sheet if necessary):
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	(5)	Please confirm that the entity was not formed solely for the purpose of subscribing for Securities in the Offering by initialing below:

                                                                               

                                                                              __________



 


	4.	Non
                                            “U.S. Person Status”



 


Please
initial next to the below paragraph certifying the accuracy of such representations:


 


	________	The
    Entity is organized and has a principal place of business outside of the United States and is not a “U.S. person”
    as such term is defined under Regulation S as promulgated by the SEC under authority of the 1933 Act. The Entity was not solicited
    for an investment in the Offering by the Company or any person or entity acting on its behalf within the United States and has not
    entered into the Subscription Agreement inside the United States. To enable the Company to avoid withholding interest paid, the Entity
    certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and that its address set forth
    above is correct. At the time the buy order for the Securities was originated, Subscriber was outside the United States. Subscriber
    is purchasing the Securities for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with
    a purchaser in the United States. The Entity further agrees to comply with Regulation S of the 1933 Act.


 




    	Page 25 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


	5.	Representations




 


The
undersigned represents on behalf of the entity that:


 


(a)
The entity has, and its officers, employees, directors or equity owners have, sufficient knowledge and experience in similar programs
or investments to evaluate the merits and risks of an investment in the Company (or the entity has retained an attorney, accountant,
financial advisor or consultant as a Purchaser Representative); that because of the background and employment experience of the entity’s
equity owners, its officers, directors or employees, it has received and has had access to material and relevant information enabling
it to make an informed investment decision, and that all data it has requested has been furnished to it.


 


If
applicable, the name, employer, address and telephone number of the entity’s Purchaser Representative follows:


 


(b) The
information contained herein is complete and accurate and may be relied upon by you.


 


Attached
is the requested information (e.g., articles of incorporation, bylaws and resolutions) for your review.


 


The
undersigned represents that the information provided above is true and correct and acknowledges such investor’s awareness that
the Company, and other investors are relying upon the accuracy of such information to ensure that the sale of any securities by the Company
to such investor is in compliance with applicable federal and state securities laws. The undersigned represents that neither the entity
it represents nor, its officers, directors or shareholders have any state or federal judicial judgments adverse to them nor are there
any state or federal tax liens against them, nor is there any pending or threatened litigation adverse to them. The undersigned undertakes
to notify the Company immediately of any material change in any of such information occurring prior to the closing of the Offering, or,
if relevant, any time during the existence of the Company.


 


Entity


 


	Date:
    	 	 


 


	Name
    of Entity Typed or Printed: 	 	 


 


	By:
    	 	 
	 	 	 
	Name:
    	 	 
	 	 	 
	Title:
    	 	 


 


PLEASE
ALSO CONFIRM THAT EACH PERSON NAMED IN PART II, SECTION 2, ABOVE HAS COMPLETED PART I OF THIS QUESTIONNAIRE.


 




    	Page 26 of 26
Subscription Agreement
Petrolia Energy Corporation




    	 



    

 


EXHIBIT
A


 





[INSERT
DESIGNATION]


 




    	 



    	 



    

 


EXHIBIT
B


 


INFORMATION
FOR RESIDENTS OF CERTAIN STATES


 


Each
prospective purchaser should read the legend and/or state disclosure listed below applicable to the state in which he resides. The state
disclosures and/or legends listed below do not in any way constitute or imply that offers or sales may be made in such states. Offers
and/or sales may only be made in those states approved by the Company. If any prospective purchaser resides in a state not included below,
such prospective investor should request the state legend applicable to such purchaser’s state prior to making an investment in
the Company.


 


California
Residents:


 


These
securities have not been registered under the Securities Act of 1933, as amended, or the California Corporations Code by reason of specific
exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred or otherwise
disposed of to any person or entity unless subsequently registered under the Securities Act of 1933, as amended, or the California Corporations
Code, if such registration is required.


 


Connecticut
Residents:


 


These
securities offered herein have not been registered under section 36-485 of the Connecticut Uniform Securities Act (the “Act”)
and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available.


 


Florida
Residents:


 


These
securities have not been registered under the Florida Securities and Investor Protection Act in reliance upon exemption provisions contained
therein. Section 517.061(11)(a)(5) of the Florida Securities and Investor Protection Act (the “Florida Act”)
provides when sales are made to five or more purchasers in this state that any purchaser of securities in Florida which are exempted
from registration under Section 517.061(11) of the Florida Act may withdraw his subscription agreement and receive a full refund of all
monies paid, within three days after the later of (i) the date he tenders consideration for such securities and (ii) the date this statutory
right of rescission is communicated to him (which shall be established conclusively by the Company’s provision of this “Information
for Residents of Certain States”). Any Florida resident who purchases securities is entitled to exercise the foregoing
statutory rescission right by telephone, telegram, or letter notice to the Company. Any telegram or letter should be sent or postmarked
prior to the end of the third business day. A letter should be mailed by certified mail, return receipt requested, to ensure its receipt
and to evidence the time of mailing. Any oral requests should be confirmed in writing.


 


Georgia
Residents:


 


The
securities sold in the state of Georgia have been issued or sold in reliance on paragraph (I3) of Code section 10-5-9 of the Georgia
Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective
registration under such Act.


 




    	 



    	 



    

 


Illinois
Residents:


 


These
securities have not been approved or disapproved by the Secretary of State of Illinois, nor has the Secretary of State of Illinois nor
the State of Illinois passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


 


Indiana
Residents:


 


These
securities have not been registered under Section 3 of the Indiana Securities Act and therefore, cannot be resold or transferred unless
they are so registered or unless an exemption from registration is available.


 


Maryland
Residents:


 


The
Securities which are the subject of this offering memorandum have not been registered under the Maryland Securities Act in reliance upon
the exemption in section 11-602(9) of such act. Unless these Securities are registered, they may not be re-offered for sale or resold
in the State of Maryland, except as security, or in a transaction exempt under such Act.


 


Minnesota
Residents:


 


The
securities represented by this Memorandum have not been registered under Chapter 80A of the Minnesota Securities Laws and may not be
sold, transferred or otherwise disposed of except pursuant to registration or an exemption therefrom.


 


New
Jersey Residents:


 


These
securities have not been approved or disapproved by the Bureau of Securities of the State of New Jersey, nor has the Bureau passed on
or endorsed the merits of this Offering. The filing of the written Offering does not constitute approval of the issue or the sale thereof
by the Bureau of Securities. Any representation to the contrary is unlawful.


 


These
are speculative securities and involve a high degree of risk. These securities are offered only to bona fide adult residents of the State
of New Jersey.


 


New
York Residents:


 


This
Private Placement Memorandum has not been reviewed by the attorney general of the State of New York (or any other state) prior to its
issuance and use. The attorney general of the State of New York has not passed upon or endorsed the merits of this Offering. Any representation
to the contrary is unlawful.


 


All
purchasers who are offered the Securities within or from the State of New York shall be deemed to automatically confirm and certify the
following to the Company in connection with their execution of the Subscription Agreement:


 




    	 



    	 



    

 


“I
understand that this offering of Securities in the Company has not been reviewed by the Attorney General of the State of New York because
of the issuer’s representations that this is intended to be a nonpublic Offering pursuant to SEC Regulation D and that if all of
the conditions and limitations of Regulation D are not complied with, the offering will be resubmitted to the Attorney General for amended
exemption. I understand that any offering literature used in connection with this offering has not been pre-filed with the Attorney General
and has not been reviewed by the Attorney General. This security is being purchased for his own account for investment, and not for distribution
or resale to others. I agree that I will not sell or otherwise transfer these securities unless they are registered under the Federal
Securities Act of 1933, or unless an exemption from such registration is available. I represent that I have adequate means of providing
for my current needs and possible personal contingencies and that I have no need for liquidity of this investment.”


 


“It
is understood that all documents, records and books pertaining to this investment have been made available for inspection by my attorney
and/or my accountant or my offeree representative and myself, and that the books and records of the issuer will be available upon reasonable
notice for inspection by investors during reasonable business hours at its principal place of business.”


 


Oklahoma
Residents:


 


The
securities offered herein have not been registered under the Oklahoma Securities Act (the “Oklahoma Act”),
and therefore Cannot be resold or transferred by the investor in a transaction Which is exempt under the Oklahoma Act or pursuant to
an effective Registration under the Oklahoma Act.


 


Ohio
Residents:


 


These
securities have not been approved or disapproved as an investment for any Ohio resident by the Ohio Division of Securities nor has the
Division passed upon the accuracy of the offering.


 


Pennsylvania
Residents:


 


Residents
of the Commonwealth of Pennsylvania can only transfer the Securities offered hereby in accordance with the provisions of section 203(d)
of the Pennsylvania Securities Act of 1972 and are subject to the following conditions:


 


A. Under
the provisions of the Pennsylvania Securities Act of 1972, a Pennsylvania resident who accepts an offer to purchase securities exempted
from registration by section 203(d)(f)(p) or (r) directly from an issuer or affiliate of an issuer shall have the right to withdraw his
acceptance without incurring any liability to the seller, underwriter, if any, or any other person, within two business days from the
date of receipt by the issuer of this written binding contract to purchase, or in the case of a transaction where there is no written
binding contract to purchase, within two business days after he makes the initial payment for the securities being offered.


 


B. Pursuant
to Section 203.041(c)(1) of the Pennsylvania Blue Sky Regulations (“Regulations”), the purchaser must
acknowledge that he or she agrees not to sell the securities purchased herein within 12 months after the date of purchase except in accordance
with Section 204.011 of the Regulations. Section 204.011 provides for an automatic waiver of the 12 month holding period under certain
conditions including that the securities purchased are subsequently being registered under the Securities Act of 1933 or 1934.


 


Texas
Residents:


 


Each
purchaser of Securities must bear the economic risk of an investment in the Company for an indefinite period of time. The Securities
have not been registered under the Securities Laws of Texas or the Securities Act of 1933 and may not be transferred or sold by the purchaser
thereof except in transactions that are exempt from registration under the Securities Laws of Texas and the Securities Act of 1933 or
pursuant to an effective registration thereunder.


 




    	 



    	 



    

 


Virginia
Residents:


 


Any
predictions and representations, written or oral, which do not conform to those contained in the Memorandum, shall not be permitted.


 


Wisconsin
Residents:


 


The
Securities Commission of the State of Wisconsin has not passed upon the merits or qualifications of, or recommended or given approval
to, the securities hereby offered, nor has the Securities Commissioner of this state passed upon the adequacy of this Memorandum. Any
representation to the contrary is a criminal offense.


 


The
investor must rely on his own examination of the person or entity creating the securities and the terms of the Offering, including the
merits and risks involved in making an investment decision on these securities.


 


NASAA
UNIFORM LEGEND


 


In
making an investment decision investors must rely on their examination of the offering, including the merits and risks involved. These
securities have not been recommended by a federal or state securities commission or regulatory authority. Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal
offense. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the investment risks of this investment for an indefinite period of time.