Exhibit
4.2


 


EXHIBIT
A


 


Representative’s
Warrant Agreement


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●].


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [●] Shares of Common Stock of


 


Trio
Petroleum Corp.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Spartan Capital Securities, LLC
(“Holder”), as registered owner of this Purchase Warrant of Trio Petroleum Corp., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time from [●] (the “Commencement Date”), and at or before 5:00
p.m., Eastern time, [●] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to [•] shares of common stock of the Company, par value $0.0001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase
Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share
and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date”
shall mean [●], the date on which the Registration Statement on Form S-1 (File No. [●]) of the Company was declared effective
by the Securities and Exchange Commission.


 


2.
Exercise.


 



2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no amount payable in cash)
to an account designated by the Company or by certified check or official bank check. On or before the first Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company, the Company shall (or
direct its transfer agent to) issue and deliver to the Holder (or to the account of the Holder or its nominee with DTC if requested by
the Holder) the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become
and be void without further force or effect, and all rights represented hereby shall cease and expire.


 






    	 



    	 



    

 


2.2
Cashless Exercise. If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment
of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares
equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following
formula:


 


X
= Y(A-B)


A


 


Where,


X
= The number of Shares to be issued to Holder;


Y
= The number of Shares for which the Purchase Warrant is being exercised;


A
= The fair market value of one Share; and


B
= The Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


	 	(i)	if
    the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange
    prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or


 


	 	(ii)	if
    the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price prior
    to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public market,
    the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

    



 


2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Securities Act”):


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY OR HOLDER, IS AVAILABLE.”


 


2.4
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance
with the provisions of this Warrant (including but not limited to Section 2.1 above pursuant to an exercise on or before the respective
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, within one (1) business day of Holder’s request, 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 within one (1) business day of Holder’s request 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, or effectuates a cashless exercise hereunder for, 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.


 






    	 



    	 



    

 


 3. Transfer. 


 



3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of
one hundred eighty (180) days following the Effective Date to anyone other than: (i) Spartan Capital Securities, LLC (“Spartan”)
or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Spartan or of any such
underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) for a period of one hundred eighty
(180) days following the Effective Date, cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the
securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after one hundred eighty (180) days after the Effective
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any
permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together
with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5)
business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase
Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable
hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless
and until: (i) the Company has received the opinion of counsel for the Holder or Company that the securities may be transferred pursuant
to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established
to the reasonable satisfaction of the Company (the Company hereby agreeing, by way of example, that the opinion of McDermott Will &
Emery LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.


 


 4. Registration Rights.  



 


	 	4.1	Demand
    Registration.

    



 


4.1.1
Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Warrants and/or the underlying Shares (“Majority Holders”), agrees to register on Form S-3 (except if the Company is not
then eligible to register for resale the Registrable Securities, as defined below, on Form S-3, in which case such registration shall
be on another appropriate form in accordance herewith), on one occasion, all or any portion of the Shares underlying the Purchase Warrants
(collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission
covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its best efforts to have the registration
statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company
shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder
is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in
the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering
of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days
after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on
the Initial Exercise Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s)
to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the
receipt of any such Demand Notice.


 






    	 



    	 



    

 


4.1.2
Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section
4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause
the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably
requested by the Holders; provided, however, that in no event shall the Company be required to register the Registrable
Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in
such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand
right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the
Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities.
The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will
immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer
be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled
to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the
fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(g)(8)(C).


 


	 	4.2	“Piggy-Back”
    Registration.

    



 


4.2.1
Grant of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than five (5) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable
Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of shares of common stock which may be included in the
Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary
to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion
of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not
entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable
Securities.


 


4.2.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1
hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10)
days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in
this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided,
however, that such registration rights shall terminate on the fifth anniversary of the Commencement Date.


 


	 	4.3	General
    Terms.

    



 


4.3.1
Indemnification. The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company,
dated as of [•]. The Holders of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished
by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the
Underwriters have agreed to indemnify the Company.


 






    	 



    	 



    

 


4.3.2
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3
Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to
each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 


4.3.4
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders, their Shares and their intended methods of distribution.


 


4.3.5
Documents to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.


 


4.3.6
Damages. Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available
to the Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.


 






    	 



    	 



    

 


4.4
Termination of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the
earliest date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor form), which may be kept
effective as an evergreen Registration Statement, or (iii) may be sold by the Holder within a 90 day period without registration pursuant
to Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2, 2007) or similar interpretive
guidance).


 


5.
New Purchase Warrants to be Issued.  


 



5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


 6. Adjustments. 


 



6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the
Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any
share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction
or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of
the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results
in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this
Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.







 






    	 



    	 



    

 


6.1.4
Changes in Form of Purchase Warrant. Except as may otherwise be required under Section 6.2 hereof, this form of Purchase Warrant
need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the
same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall
provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section
shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 






    	 



    	 



    

 


6.4
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 6 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), 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 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
and (ii) exercise or conversion of the unexercised or nonconverted 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.  Except as set forth in the preceding sentence, for purposes of
this Section 6.4, 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 6.4 applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates) 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 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 6.4, 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 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 two Trading Days 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 since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% 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
6.4, 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 6.4 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 6.4 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. 


 






    	 



    	 



    

 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the
purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the
Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non- assessable and not subject to preemptive rights of any stockholder. As long as the Purchase Warrants
shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase
Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin
Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.
Certain Notice Requirements.



 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least twenty (20) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and in the same manner that such notice is given to the stockholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to
all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property, assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Executive Officer or Chief Financial Officer.


 






    	 



    	 



    

 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by notice to the Holders:


 


If
to the Holder:


 


Spartan
Capital Securities, LLC


45
Broadway, 19th Floor


New
York, New York 10006


Attn:
[______________]


Email:
[_____________]


 


with
a copy (which shall not constitute notice) to:


 


=Anthony
L.G., PLLC


625
N. Flagler Drive, Suite 600


West
Palm Beach, Florida 33401


Attn:
Laura Anthony, Esq.


Fax
No.: (561) 514-0832


Email:
lanthony@anthonypllc.com


 


If
to the Company:


 


Trio
Petroleum Corp.


4115
Blackhawk Plaza Circle, Suite 100


Bakersfield,
CA 93309


Attn:
Frank C. Ingriselli, Chief Executive Officer

Email: ingriselli@gvest.com


 


with
a copy (which shall not constitute notice) to:


 


McDermott
Will & Emery LLP


One
Vanderbilt Avenue


New
York, NY 10017


Attn:
Robert Cohen, Esq.Email: rcohen@mwe.com


 


9.
Miscellaneous.  


 



9.1
Amendments. The Company and Spartan may from time to time supplement or amend this Purchase Warrant without the approval of any
of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Spartan may deem necessary or desirable and that the Company and Spartan deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 






    	 



    	 



    

 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representatives and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall
be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable
law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, 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.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.8
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Spartan enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 






    	 



    	 



    

 





[Form
to be used to exercise Purchase Warrant]


 


Date:________,
20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for______shares of common stock, par value $0.0001 per
share (the “Shares”), of Trio Petroleum Corp., a Delaware corporation (the “Company”), and hereby
makes payment of $ (at the rate of $ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which
this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been exercised.


 


Or


 


The
undersigned hereby elects irrevocably to convert its right to purchase____Shares of the Company under the Purchase Warrant for______Shares,
as determined in accordance with the following formula:


 


X
= Y(A-B)


A


	Where,	 
	X	=	The
    number of Shares to be issued to Holder;
	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	A	=	The
    fair market value of one Share which is equal to $______; and
	B	=	The
    Exercise Price which is equal to $______per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
______________________________


Signature
Guaranteed_______________


______________


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


Name:___________________________________


(Print
in Block Letters)


Address:_________________________________


_________________________________


_________________________________


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 


[Form
to be used to assign Purchase Warrant]


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, _ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.0001 per share,
of Trio Petroleum Corp., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


Dated:_________,
20__


Signature
______________________________


Signature
Guaranteed___________________________


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.





 


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