Unassociated Document


    SETTLEMENT
AGREEMENT

    


    This
Settlement Agreement (this “Agreement”), is made
and entered into as of December 18, 2008, by and between Triangle Petroleum
Corporation, a Nevada corporation (the “Company”) and Bank
Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd (the “Holder”).

    


    WHEREAS,
the Company and the Holder are parties to that certain Securities Purchase
Agreement, dated December 28, 2005, (the “Purchase Agreement”),
pursuant to which the Company issued to the Holder a Convertible Debenture, due
December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”)
and a Convertible Debenture, due January 23, 2009 in an aggregate principal
amount of $2,500,000 (the “January Debenture”
and together with the December Debenture, the “Debentures”);
and

    


    WHEREAS,
as of the date of this Agreement, the outstanding amount of the Debentures is
$6,102,396, which includes $5,000,000 in principal and $1,102,396 of accrued
interest; and

    


    WHEREAS, simultaneously with the
execution of this Agreement, the following transactions are also taking place:
a) the Company is entering into an amendment agreement with the Holder, pursuant
to which the conversion price of the Debentures will be reduced to $1.40 and the
Holder will convert $1,750,000 of Debentures and receive 1,250,000 shares of the
Company’s common stock; b) the Company is entering into an amendment agreement
with Centrum Bank AG (“Centrum”), pursuant
to which the conversion price of convertible debentures issued pursuant to a
securities purchase agreement dated December 28, 2005 will be reduced to $1.40
and Centrum will convert $1,750,000 of debentures and receive 1,250,000 shares
of the Company’s common stock; and c) the Company is entering into a settlement
agreement with Centrum for the settlement of the remaining convertible
debentures  on the same terms and conditions as this Agreement;
and

    


    WHEREAS, the Holder has agreed to
accept $3,250,000 from the Company (the “Settlement Amount”)
for the final settlement of the Debentures; and

    


    WHEREAS,
capitalized terms used herein, but not otherwise defined, shall have the
meanings ascribed to such terms as set forth in the Purchase Agreement;
and

    


    WHEREAS,
subject to the terms hereunder, the Company and the Holder have reached a full
and final settlement for the settlement of the Debentures;

    


    NOW
THEREFORE, in consideration of the terms and conditions contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    1.           Incorporation of Preliminary
Statements.  The preliminary statements set forth above by this
reference hereto are hereby incorporated into this Agreement.

    


    2.           Payment and Acceptance of
Settlement Amount.  Within two (2) business days of execution
of this Agreement, the Company shall pay Holder the sum of Three Million, Two
Hundred Fifty Thousand Dollars and no Cents ($3,250,000). Holder agrees to
accept the sum of Three Million, Two Hundred Fifty Thousand Dollars and no Cents
($3,250,000) from the Company.

     

    


    3.           Release by the
Holder.  Upon the receipt of the Settlement Amount, Holder
releases and discharges the Company, the Company’s heirs, executors,
administrators, parent company, holding company, subsidiaries, successors,
predecessors, officers, directors, principals, control persons, past and present
employees, insurers, agents, attorneys, and assigns (the “Company Releasees”)
from all actions, cause of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or equity, against
the Company Releasees, that Holder or its heirs, executors, administrators,
successors and assigns ever had, now have or hereafter can, shall or may, have
for, upon, or by reason of any matter, cause or thing whatsoever, whether or not
known or unknown, from the beginning of the world to the day of the date of this
Release.

     

    4.           Release by the
Company.  Upon the payment of the Settlement Amount, the
Company releases and discharges Holder, Holder’s heirs, executors,
administrators, parent company, holding company, subsidiaries, successors,
predecessors, officers, directors, principals, control persons, past and present
employees, insurers, agents and assigns from all actions, cause of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, against Holder, that the
Company or its heirs, executors, administrators, successors and assigns ever
had, now have or hereafter can, shall or may, have for, upon, or by reason of
any matter, cause or thing whatsoever, whether or not known or unknown, from the
beginning of the world to the day of the date of this Release.

    


    5.           Representations and
Warranties of the Company.  The Company hereby makes to the
Holder the following representations and warranties:

     

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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    ii.           No
Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, any material agreement, credit facility, debt or other material
instrument or other material understanding to which the Company is a party, or
(iii) conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company is subject (including federal and
state securities laws and regulations); except in the case of each of clauses
(ii) and (iii), such as could not have or reasonably be expected to result in a
Material Adverse Effect.

     

    6.           Representations and
Warranties of the Holder.  The Holder represents and warrants
as of the date hereof to the Company as follows:

     

    i.           Authority.  The
execution, delivery and performance by such Holder of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of such Holder.  This
Agreement has been duly executed by such Holder, and when delivered by such
Holder in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Holder, enforceable against it in accordance
with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

     

    7.           No
Interests.  The Company and Holder each warrant and represent
that no other person or entity has any interest in the matters released herein,
and that they have not assigned or transferred, or purported to assign or
transfer, to any person or entity all or any portion of the matters released
herein.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    8.           Attorney
Fees.  Each party shall be responsible for their own attorneys’
fees and costs.

    


    9.           Acknowledgements.  All
parties acknowledge and represent that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.

    


    10.           Entire
Agreement.  This Agreement contains the entire agreement and
understanding concerning the subject matter hereof between the parties and
supersedes and replaces all prior negotiations, proposed agreement and
agreements, written or oral.  Each of the parties hereto acknowledges
that neither any of the parties hereto, nor agents or counsel of any other party
whomsoever, has made any promise, representation or warranty whatsoever, express
or implied, not contained herein concerning the subject hereto, to induce it to
execute this Agreement and acknowledges and warrants that it is not executing
this Agreement in reliance on any promise, representation or warranty not
contained herein.

     

    11.           Amendments and
Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holder.

     

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

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


     

    13.           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.

     

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

     

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

     

     

    16.           The
Company hereby acknowledges and agrees that, notwithstanding anything to the
contrary contained herein, each and all of the representation, warranties,
covenants, undertakings and agreements herein made (collectively, the
“Representations”) were made by the Holder as custodian on behalf of clients.
Each and every one of the Representations made by the Holder as custodian on
behalf of clients are made and intended not as Representations by the Bank or
for the purpose or with the intention of binding the Holder, but are made on
behalf of the clients of the Holder. In the case of damages that may be incurred
by the Company in connection with any inaccuracy regarding any Representations
contained herein, the Company hereby acknowledges and agrees that it will not
claim or assert any claim against the Holder for any money damages or other
remedies in any action and the Company hereby specifically waives the right to
any money damages or other remedies from the Holder in connection with any
Representation made herein.

    


     [SIGNATURE
PAGE FOLLOWS]

     

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Agreement as of the date first set forth above.

    
       

      TRIANGLE
PETROLEUM CORPORATION

      
        


        


        
          
            
              	
                      By: /s/ MARK GUSTAFSON

                    	 
      
	
                      Name:
      Mark Gustafson

                    	 
      
	
                      Title:   Chief
      Executive Officer

                    	 
      


            

          

        

         

        BANK
SAL. OPPENHEIM JR. & CIE., (SWITZERLAND) LTD

        


        


        
          
            	
                    By:
      /s/ URS
FRICKER

                  	 
      
	
                    Urs
      Fricker

                  	 
      
	
                    Director

                  	 
      


          

        

        


        


        
          
            	
                    By:
      /s/ BRUNO
      ACHERMANN

                  	 
      
	
                    Bruno
      Achermann

                  	 
      
	
                    Assistant
      VP

                  	 
      


          

        

      

    

     

     

    6