Exhibit
10.29


 


NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES
MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO
THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.


 


	Warrant
    No. 	CSW-__	Number
    of Shares: 	__________
	Warrant
    Date: 	_____________________________	 	 


 


TRIO
PETROLEUM CORP


WARRANT


FOR
THE PURCHASE OF


COMMON
STOCK


 


1. Issuance.
For value received, the receipt of which is hereby acknowledged by Trio Petroleum Corp., a Delaware corporation (the “Company”),
__________________________________, or registered assigns (the “Holder”), is hereby granted the right to purchase,
at any time until 11:59 p.m. Eastern Standard Time on the second (2nd) anniversary of the Warrant Date (the “Expiration
Date”), _____________________________________ (______) fully paid and nonassessable shares of the Company’s
Common Stock, par value US$0.0001 per share (the “Common Stock”), at an exercise price per share equal to fifty percent (50%)
of the price per share the Company sells and issues its Common Stock to the public in its initial public offering of its Common Stock
on the NYSE American or other national exchange (the “Exercise Price”).


 


2. Procedure
for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash
of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased. This Warrant may be exercised in whole or in part. On any such partial exercise, provided
the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like
tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


3. Reservation
of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of Common Stock as shall be required for issuance upon exercise hereof (the “Warrant
Shares”). Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid and free of all liens and
charges and not subject to any preemptive rights.


 


4. Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such
lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 




    	 



     


    




 


5. No
Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either
at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the
Company except to the extent set forth herein.


 


6. Effect
of Certain Transactions


 


6.1 Adjustments
for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased
by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number
of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares
purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse
stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price
of shares issuable pursuant to this Warrant shall remain unchanged.


 


6.2 Expiration
Upon Certain Transactions. If at any time the Company plans to sell all or substantially all of its assets or engage in a merger
or consolidation of the Company in which the Company will not survive and in which holders of the Common Stock will receive consideration
at or above the Exercise Price, as adjusted (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary
of the Company), the Company will give the Holder of this Warrant advance written notice. Upon the occurrence of any such event, this
Warrant shall automatically be deemed to be exercised in full without any action required on the part of the Holder.


 


6.3 Adjustments
for Reorganization, Mergers, Consolidations or Sales of Assets. If at any time there is a capital reorganization of the Common Stock
(other than a recapitalization, combination, or the like provided for elsewhere in this Section 6) or merger or consolidation of the
Company with another corporation (other than one covered by Section 6.2), or the sale of all or substantially all of the Company’s
properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be
made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant (and only to the extent this Warrant is
exercised), the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from
such merger or consolidation or sale, to which a holder of Common Stock, or other securities, deliverable upon the exercise of this Warrant
would otherwise have been entitled on such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustments
shall be made in the application of the provisions of this Section 6 (including adjustment of the Exercise Price then in effect and number
of Warrant Shares purchasable upon exercise of this Warrant) which shall be applicable after such events.


 


7. Transfer
to Comply with the Securities Act. This Warrant has not been registered under the Securities Act of 1933, as amended, (the “Securities
Act”) and has been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant
Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or
an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for this Warrant,
the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance
satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.


 




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8. Notices.
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified,
registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days
after the date of deposit in the United States mails, as follows:


 


If
to the Company, to:


 


Trio
Petroleum Corp.


4115
Blackhawk Plaza Circle, Suite 100


Danville,
CA 94506


Attention:
Chief Executive Officer


 


If
to the Holder, to his address appearing on the Company’ records.


 


Any
party may designate another address or person for receipt of notices hereunder by notice given to the other parties in accordance with
this Section.


 


9. Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company
and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof,
and there are no representations, warranties, agreements or understandings other than expressly contained herein.


 


10. Governing
Law. This Warrant shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in
the state courts of California or in the federal courts located in New York County, New York. The parties to this Warrant hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law.


 


11. Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


12. Descriptive
Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


13. Assignability.
This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required
by the Company. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as of the Warrant Date set forth above.


 


	 	TRIO
    PETROLEUM CORP
	 	 	 
	 	By:	 
	 	Name:	Frank
    C. Ingriselli
	 	Title:	CEO
	 	 	 
	 	HOLDER:
    
	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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NOTICE
OF EXERCISE OF WARRANT


 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant dated as of ______________________, to purchase
_____________ shares of the Common Stock of Trio Petroleum Corp, and tenders herewith payment in accordance with the first paragraph
of Section 2 of the Warrant, pursuant to the provisions of Section 2 of the Warrant.


 


Please
deliver the stock certificate to:


______________________________________


______________________________________


______________________________________


 


 


	Dated:	 	 



 


	By:	 	 


 




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