Exhibit 4.1

THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR FOR THE ACCOUNT OR BENEFIT OF DIRECTLY OR INDIRECTLY ANY PERSON OR ENTITY EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT or (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

TRIO PETROLEUM CORP

Unsecured Original Discount Convertible Promissory Note

FOR VALUE RECEIVED, Trio Petroleum Corp, a Delaware corporation (“Trio” or the “Company”), promises to pay to (“Holder”), the principal sum of $660,000 U.S. Dollars in accordance with the terms of this Unsecured Original Discount Convertible Promissory Note (this “Note”).

On the Original Issuance Date, Holder shall provide by wire to Trio, pursuant to wire instructions provided by Trio, the sum of $561,000, after application of the original issue discount of $99,000.

This Note is one of three (3) Unsecured Original Discount Convertible Promissory Notes which shall have identical terms and conditions, other than principal amount and holder, being issued by the Company on August 15, 2025, for an aggregate funding amount of $1,020,000 and in an aggregate principal amount of $1,200,000 (collectively, the “Notes”). The Company represents, warrants and confirms that it has not issued any shares of Common Stock, securities convertible to Common Stock or any note or bond within 90 days prior to the Original Issuance Date.

Initially capitalized terms that are not otherwise defined within the provisions of this Note shall have the meanings given to those terms in Section 21 of this Note.

This Note is subject to the following terms and conditions:

1. Payment.

(a) Payment upon Maturity. The principal amount of this Note, together with all other amounts owing from Trio to Holder hereunder (less amounts that have been prepaid in accordance with the terms hereof or converted in accordance with Section 2) (the “Outstanding Obligations”) shall be due and payable on the Maturity Date. Trio may prepay the Outstanding Obligations under this Note at any time without penalty or premium. All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds. Whenever any payment hereunder to be made shall be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. Payments hereunder shall be delivered to Holder at such address as is specified by prior written notice by Holder to Trio. Payments (or conversions in accordance with Section 2) of the Outstanding Obligations under this Note shall first be applied to the principal amount owed hereunder, then to the accrued but unpaid interest thereof, if applicable, and then to any other Outstanding Obligations under this Note. After all Outstanding Obligations under this Note has been satisfied in full (including by conversion) in accordance with the terms hereof, this Note shall be surrendered to Trio for cancellation and shall not be reissued.

(b) Voluntary Prepayment by the Company. The Company may, on not less than five (5) Business Days’ prior written notice to the Holder, prepay this Note in whole at any time and in part from time to time. Any partial prepayment shall be applied first to accrued interest, to the date of prepayment, if any, and then to payment of principal. Any prepayment of the Notes, including this Note, shall be made proportionately with respect to all of the Notes. The Holder shall retain the right to convert the Note during the five (5) Business Day notice period under Section 2.

(c) Prepayment at Request of Holder. In the event that the Company raises any equity or equity equivalent, after the Original Issuance Date and prior to the repayment and/or conversion of all Outstanding Obligations under this Note, the Holder may request the Company to use up to 13.75% of the gross proceeds raised in any such financing to prepay the Outstanding Obligations under this Note. The Company shall deliver written notice to the Holder of any such financing at least ten (10) Trading Days prior to the scheduled closing thereof, which notice shall ask such Holder if it will request such prepayment. The Holder shall make any such request, in writing, at least five (5) Trading Days after the Holder’s receipt of such notice.

(d) Payment Amount upon Maturity. In the event that all of the Outstanding Obligations under this Note have not been converted to shares of Common Stock, as provided in Section 2 hereafter, on or prior to the Maturity Date, the Company shall be obligated to pay to the Holder, in cash, on the Maturity Date, the difference between the Outstanding Obligations and the portion of the Outstanding Obligations that has been converted, during the term of this Note.

2. Conversion

(a) Voluntary Conversion. Commencing on the Original Issuance Date, so long as there remain any Outstanding Obligations under this Note, the principal amount under this Note, along with all other Outstanding Obligations, shall be convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) of Trio, par value $0.0001 per share (the “Common Stock”), at the option of Holder, at the Conversion Price (defined hereafter) at any time and from time to time thereafter. Holder shall effect conversions by delivering to Trio a notice of conversion (each, a “Conversion Notice”), specifying therein the amount of the Outstanding Obligations under this Note to be converted and the conversion date, which shall be the date of delivery of the Conversion Notice (the “Conversion Date”). Any conversions pursuant to this Section 2(a) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(b) Required Conversion. On any date that there continues to be any Outstanding Obligations under this Note, and, for each of the preceding five (5) Trading Days prior to such date (the “Measurement Period”) (i) the daily VWAP of the Common Stock, during the Measurement Period is greater than $0.85 (subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note); (ii) the daily dollar trading volume for the Common Stock on the Principal Exchange exceeds $500,000 per Trading Day; and (iii) the Conversion Shares shall be registered for resale pursuant to a Registration Statement on Form S-3 (or if Form S-3 is not available, pursuant to a Registration Statement on Form S-1) (either a “Registration Statement”), that has been declared effective by the Securities and Exchange Commission (“SEC”) and continues to be effective at such time, Trio shall have the right, but not the obligation, to provide notice to the Holder to convert any portion of the then Outstanding Obligations under this Note; provided, however, that the amount subject to such conversion shall not exceed twenty percent (20%) of the total dollar trading volume of the Common Stock during the Measurement Period (a “Required Conversion”), by providing Holder with written notice (the date on which the Company delivers Notice, the “Notice Date”) specifying both (a) the amount to be converted and (b) the date on which the Company requires the Holder to convert the Note, which shall be at least five (5) Trading Days after the Notice Date (the “Required Conversion Date”). The conversion price shall be at the prevailing Conversion Price on the Notice Date. For purposes of this Note, “Trading Day” means any day on which the Common Stock is available to trade on the Principal Exchange on which the Common Stock is then traded. Any conversions pursuant to this Section 2(b) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(c) Conversion upon and Event of Default. The Holder shall have the right, at its sole option, to convert all or any portion of the Outstanding Obligations under this Note by providing a Conversion Notice to the Company at any time that an Event of Default (defined hereafter) has occurred and is continuing, which conversion shall be at the applicable Conversion Price. Any conversions pursuant to this Section 2(c) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(d) Conversion Price.

(i) Voluntary and Required Conversion. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(a) or Section 2(b) hereof, will convert into Conversion Shares at a conversion price equal to the lesser of (i) $1.32 and (ii) 90% of the lowest daily VWAP of the Common Stock, during the five (5) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than the initial floor price of $0.72, subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note (the “Floor Price”).

(ii) Conversion upon an Event of Default. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(c), will convert into Conversion Shares at a conversion price equal to 80% of the lowest daily VWAP of the Common Stock, during the ten (10) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than $1.10.

(e) Mechanics of Conversion.

(i) Number of Conversion Shares. The number of Conversion Shares issuable upon a conversion of the Outstanding Obligations hereunder shall be determined by the quotient obtained by dividing (i) the amount of the Outstanding Obligations under this Note to be converted (the “Conversion Amount”) by (ii) the applicable Conversion Price.

(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note, in accordance with the terms hereof, Holder shall not be required to physically surrender this Note to Trio unless the entire unpaid principal amount of this Note and all other Outstanding Obligations have been converted. Holder and Trio shall maintain records showing the amounts so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to Holder and Trio, so as not to require physical surrender of this Note upon each such conversion.

(iii) Delivery of Conversion Shares upon Conversion. Upon receipt by Trio from Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Conversion Notice meeting the requirements for conversion as provided herein, Trio shall issue and deliver or cause to be issued and delivered to or upon the order of Holder certificates for the Conversion Shares issuable upon such conversion within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Outstanding Obligations hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt of a Conversion Notice, Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the principal amount and all other Outstanding Obligations shall be reduced to reflect such conversion, and, unless Trio defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Conversion Shares, as herein provided, on such conversion. If a Notice of Conversion is delivered as provided herein, Trio’s obligation to issue and deliver the certificates for the Conversion Shares shall be absolute and unconditional, irrespective of the absence of any action by Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of Trio to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by Holder of any obligation to Trio, and irrespective of any other circumstance which might otherwise limit such obligation of Trio to Holder in connection with such conversion.

(iv) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion, provided Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of Holder and its compliance with the provisions set forth herein, Trio shall cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion to Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system by the Deadline. The Conversion Shares shall be issued without a restrictive legend to the extent such shares are covered by an effective Registration Statement or otherwise eligible to be sold pursuant to Rule 144 or Rule 144A under the Securities Act.

(f) Holder’s Exercise Limitations. Trio shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Conversion Notice, Holder (together with Holder’s Affiliates, and any other Persons acting as a group together with Holder or any of Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of this Note beneficially owned by Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Trio (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 Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f), 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 Holder that Trio is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible shall be in the sole discretion of Holder, and the submission of a Conversion Notice shall be deemed to be Holder’s determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and Trio shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f), in determining the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) Trio’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by Trio or (C) a more recent written notice by Trio or the transfer agent of the Common Stock setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, Trio shall within one (1) Trading Day confirm orally and in writing to 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 Trio, including this Note, by Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by Holder prior to the issuance of any Conversion Shares, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. Holder, upon notice to Trio may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by Holder and the provisions of this Section 2(f) 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 Trio. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 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 Note. In the event that conversion of the Outstanding Obligations would result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Limitation, the Company shall be required to repay the outstanding balance that could not be converted, in cash, on or before the Maturity Date.

(g) Maximum Number of Shares Issuable Upon Conversion of this Note. Notwithstanding any of the other provisions of this Note, the maximum number of Conversion Shares that may be issued upon the conversion of this Note is 923,520 shares of Common Stock (the “Maximum Number of Conversion Shares”).

(h) Other Conversion Terms. Holder and Trio shall maintain records showing the amount(s) converted and the date of such conversion(s). Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(i) Failure to Convert. If the Company fails to perform its obligations under Section 2 (a “Conversion Failure”), and if the Holder is required to incur costs to mitigate or prevent a failed settlement for any sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request pay cash to the Holder in the amount of such costs, which costs shall be equal to the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue, multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion into Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, 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.

3. Unsecured Holder hereby acknowledges that this Note and the Outstanding Obligations hereunder are unsecured.

4. Other Agreements

(a) Use of Proceeds. Unless otherwise approved by Holder, Trio shall only use the proceeds from the funds provided pursuant to this Note for working capital and general corporate purposes. Additionally, in the event that the Company is required to pay fees to a third party, in connection with the sale of Securities, pursuant to the terms of the Notes, a portion of the proceeds will be used to pay any such fees.

(b) Authorized Shares. Trio shall at all times reserve from its authorized and unissued shares of Common Stock, free from any preemptive rights, in the amount of two hundred percent (200%) of the maximum number of Conversion Shares into which this Note may be converted.

(c) No Short Sales. Holder agrees that it has not and will not, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Reg SHO), which establishes a short position with respect to the Common Stock from July 28, 2025, until this Note is no longer outstanding. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for Holder (or its broker or other financial representative) to effect short sales or similar transactions , which are effected any time after the Note is no longer outstanding. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Conversion Notice of such number of Common Stock reasonably expected to be purchased under a Conversion Notice shall not be deemed a short sale.

(d) Registration Rights. The Conversion Shares are entitled to registration for resale under the Securities Act, pursuant to the provisions of a Registration Rights Agreement between the Company and the Holder, of even date herewith (the “Registration Rights Agreement”).

(e) Holder’s Right to Reduce Floor Price. At any time that this Note is outstanding and Holder desires to provide Trio with a Notice of Conversion to convert this Note, if the then applicable Conversion Price is less than the then current Floor Price, Holder may reduce the Floor Price, pursuant to at least two Trading Days’ prior written notice to Trio, to a new floor price not less than the then applicable Conversion Price; provided that, the Floor Price may never be reduced to less than 20% of the lesser of: (i) $1.10, or (ii) the average closing price of the Common Stock for the five (5) Trading Days immediately preceding the Original Issuance Date of this Note; and provided further, that notwithstanding the foregoing, this Note may not be converted for more than the Beneficial Ownership Limitation or the Maximum Number of Shares. Upon any reduction of the Floor Price of this Note, the Company shall provide the holders of the other Notes with prompt written notice of such reduction in the Floor Price and the Floor Price of all of the Notes shall be reduced to the new Floor Price.

(f) Subsequent Equity Sales. From the Original Issuance Date of this Note until thirty (30) Trading Days following the effective date of the Registration Statement registering the Conversion Shares for resale, Trio shall not, directly or indirectly, without the consent of holders of a Majority-In-Interest of the Notes, enter into, issue, offer, announce, or agree to issue any, equity-linked securities, debt, or securities convertible into or exercisable for equity, including but not limited to any new equity line of credit, forward sale agreement, or other similar transaction, without the prior written consent of holders of Majority-in-Interest of the Notes. These issuance restrictions shall not be applicable to an Exempt Issuance. Trio shall also be permitted to issue shares of Common Stock in any At-the-Market transaction registered with the SEC (“ATM”).

(g) Variable Rate Transactions. From the date hereof until the Notes have been fully repaid and/or converted, in full, the Company, unless it obtains the consent of holders of a Majority-In-Interest of the Notes, shall be prohibited from effecting or entering into an agreement to effect any issuance by Trio or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Trio or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby Trio may issue securities at a future determined price. Notwithstanding the foregoing, for the purposes hereof, an ATM shall not be deemed to be a Variable Rate Transaction.

5. Representations and Warranties

(a) Representations and Warranties of Trio. Trio represents and warrants to Holder as follows:

(i) Organization and Qualification. Trio is duly organized and validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted. Trio is duly qualified as an entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

(ii) Authorization; Enforcement; Validity. Trio has the requisite corporate power and authority to enter into and perform its obligations under this Note, and to issue the Conversion Shares in accordance with the terms hereof. The execution and delivery of this Note by Trio, and the consummation by Trio of the transactions contemplated hereby, including, without limitation, the reservation and issuance of the Conversion Shares, have been duly authorized by Trio’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the provisions of Section 4(d) hereof and the Registration Rights Agreement, the filing of Form D, at Trio’s option, and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by Trio, its Board of Directors or its stockholders. This Note has been duly executed and delivered by Trio, and constitutes the legal, valid and binding obligations of Trio, enforceable against Trio in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Issuance of Securities. The issuance of this Note and the Conversion Shares (collectively, the “Securities”) is duly authorized and, upon issuance in accordance with the terms of this Note, the Conversion Shares shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with Holder being entitled to all rights accorded to a holder of Common Stock. At all times, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds two hundred percent (200%) of the maximum number of Conversion Shares issuable upon conversion of this Note (assuming for purposes hereof, that the Conversion Shares are convertible at the Floor Price and without taking into account any Beneficial Ownership Limitations). As of the Original Issuance Date, there are 150,000,000 shares of Common Stock authorized and 8,399,839 shares of Common Stock issued and outstanding. Assuming the accuracy of each of the representations and warranties of Holder set forth in Section 5(b), the offer and issuance by Trio of the Securities is exempt from registration under the Securities Act. Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and has appointed a duly registered and authorized transfer agent, being VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598: 212-828-8436, email: action@vstocktransfer.com.

(iv) No Conflicts. The execution, delivery and performance of this Note by Trio and the consummation by Trio of the transactions contemplated hereby (including, without limitation, the issuance of the Conversion Shares and reservation for issuance and issuance of the Conversion Shares) will not (A) result in a violation of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (each, as amended) of Trio, or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Trio is a party, or (C) assuming the accuracy of the representations of Holder in Section 5(b), result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Exchange and applicable laws of the State of Delaware applicable to Trio or by which any property or asset of Trio is bound or affected.

(v) Consents. Trio is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Note, in each case in accordance with the terms hereof, other than the filing and acceptance of an additional shares application with the Principal Exchange. All consents, authorizations, orders, filings and registrations which Trio is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Original Issuance Date, including approval from NYSE American LLC of the Supplemental Listing Application (SLAP) filed in connection with the issuance of the shares of Common Stock underlying the Note, and Trio is unaware of any facts or circumstances that might prevent Trio from obtaining or effecting any of the consent, registration, application or filings pursuant to the preceding sentence. Trio is not in violation of the listing requirements of the Principal Exchange and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by Trio of this Note and the Conversion Shares, as applicable, shall not have the effect of delisting or suspending the Common Stock from the Principal Exchange.

(vi) No General Solicitation; Placement Agent’s Fees. Neither Trio, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of this Note. Trio shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Holder) relating to or arising out of the transactions contemplated hereby. Trio shall pay, and hold Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

(vii) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Exchange, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Trio, threatened against or affecting Trio, the Common Stock or any of its officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(b) Holder represents and warrants to Trio as follows:

(i) Organization. Holder, if a Person other than an individual, is duly organized and validly existing and in good standing under the laws of jurisdiction of its place of formation, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted.

(ii) Authorization; Enforcement; Validity. Holder has the requisite corporate or other power and authority to enter into and perform its obligations under this Note. The execution and delivery of this Note by Holder, and the consummation by Holder of the transactions contemplated hereby have been, if Holder is a Person other than an individual, duly authorized by Holder’s management and no further filing, consent, or authorization is required by Holder. This Note has been duly executed and delivered by Holder, and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Own Account. Holder understands that this Note is not registered under the Securities Act and, unless registered in a Registration Statement, pursuant to the provisions of the Registration Rights Agreement or otherwise, the Conversion Shares will be “restricted securities” as defined in Rule 144 promulgated under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Note as principal for its own account and not with a view to or for distributing or reselling this Note or any of the Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty shall not limit Holder’s right to sell the Securities pursuant to a Registration Statement or otherwise in compliance with applicable federal and state securities laws and Holder’s right under the Section 2(e)). Holder is acquiring the Securities hereunder in the ordinary course of its business.

(iv) Accredited Investor Status. At the time Holder was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts this Note to Conversion Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the Securities Act. Holder hereby represents that neither Holder nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Note, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

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

(vi) General Solicitation. Holder is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Holder, any other general solicitation or general advertisement.

(vii) Access to Information. Holder acknowledges that it has had the opportunity to review this Note and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Trio concerning the terms and conditions of the Securities and the merits and risks of investing in the Securities; (B) access to information about Trio and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that Trio possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

6. Defaults and Remedies

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

(i) Failure to Pay Principal and other Outstanding Obligations. If Trio fails to pay the principal hereof or any other Outstanding Obligations when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) Business Days after written notice from the Holder; or

(ii) Listing Maintenance. failure to maintain listing of the Common Stock on the Principal Exchange, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market; or

(iii) Periodic Reporting. failure to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or, after having received a valid extension of such time of filing, failure to file any such SEC Reports prior to the expiration of any such extension; or

(iv) Enforceability. The Company contests in writing the validity or enforceability of any provision of this Note or the Registration Rights Agreement;, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind this Note or the Registration Rights Agreement; or

(v) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing; or

(vi) The Company or any subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created, (1) resulting in such indebtedness being declared due and payable prior to its stated maturity or (2) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case (1) and (2), after the expiration of any applicable grace period set forth in the terms of such debt, if such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within five (5) Business Days after a written notice to the Company by the Holder; or

(vii) a final judgment or judgments for the payment of money aggregating in excess of $100,000 (excluding any amount covered by insurance) are rendered against the Company and/or any of its subsidiaries and which judgments are not bonded, discharged, settled or stayed within sixty (60) days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(viii) Breach of Covenants. Trio breaches any material covenant or other material term or condition contained in this Note or the Registration Rights Agreement and such breach continues for a period of ten (10) days after written notice thereof to Trio from the Holder; or

(ix) Breach of Representations and Warranties. Any representation or warranty of Trio made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of Holder with respect to this Note; or

(x) Liquidation. Any dissolution, liquidation, or winding up of Trio or any substantial portion of its business; or

(xi) Cessation of Operations. Any cessation of operations by Trio or Trio admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of Trio’s ability to continue as a “going concern” shall not be an admission that Trio cannot pay its debts as they become due.

(b) Remedies Upon Event of Default. Upon the occurrence and during the continuation of any Event of Default pursuant to this Section 6,

(i) this Note shall become immediately due and payable, in full, all without demand, presentment or notice, all of which hereby are expressly waived, and Trio shall pay to the Holder, in full satisfaction of its obligations hereunder, the then outstanding principal amount of this Note plus all other Outstanding Obligations, together with all costs, including, without limitation, legal fees and expenses, of collection (collectively, the “Balance”), within ten (10) days of the date of the Event of Default (the “Default Payment Deadline”);

(ii) default interest shall begin to accrue at a rate of the lesser of eighteen percent (18%) per annum and the maximum applicable rate of interest provided by law, until the earlier of (i) the date that the Event of Default has been cured or (ii) all of the Outstanding Obligations, including such default interest, have been repaid and/or converted. Holder shall be entitled to exercise all other rights and remedies available at law or in equity; and

(iii) the Holder shall have the right, as long as an Event of Default is existing, to convert the Note at a 20% discount to the lowest daily VWAP during the 10 trading day period prior to the date of conversion.

7. No Recourse Against Others. No director, officer, employee, consultant, advisor, agent or equity holder (in its capacity as such) of Trio or its Affiliates shall have any liability for the performance of any obligations of Trio under this Note or for any claim based on, in respect of, or by reason of such obligations or their creation, except in the event of fraud, gross negligence or willful misconduct. Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of this Note.

8. Governing Law; Jurisdiction; Jury Trial Waiver. This Note, and all actions arising out of or in connection with this Note, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, or, the District Court for the Southern District of New York (and all appellate courts thereof) in any action or proceeding arising out of or relating to this Note, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Note, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 12. Nothing in this Section 8 shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Note or the transactions contemplated hereby.

9. Severability; Usury Laws. Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions hereof. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part hereof a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible. This Note is subject to the express condition that at no time shall Trio be obligated or required to pay interest on the principal balance at a rate which could subject Trio or Holder to either civil or criminal liability as a result of being in excess of the maximum rate which Trio is permitted by law to contract or agree to pay. If by the terms of this Note, Trio is at any time required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate.

10. Fees and Expenses. Except as otherwise provided herein, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Note. The Company will pay or reimburse the Holder, as the lead investor, on or prior to the receipt of the Funding Amount, in the amount of $20,000 ($5,000 of which has been paid, in advance) for payment of Holder’s due diligence, legal fees and expenses and other reasonable expenses in connection with the negotiation and entering into this Note and all related documents.

11. Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder and each other holder of the Notes (each an “Other Holder” and collectively, the “Other Holders”)) are several and not joint with the obligations of an Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any of the Notes and no Other Holder shall be responsible in any way for the performance of the obligations of the Holder under this Note. Nothing contained herein, and no action taken by the Holder or any other Holder pursuant hereto or thereto, shall be deemed to constitute the Holder or any Other Holder as, and the Company acknowledges that the Holder and the Other Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group or entity, and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Notes. The decision of the Holder and each Other Holder to purchase Notes has been made by the Holder and each of the Other Holders independently of each other. The Holder and each other Holder acknowledges that it has not acted as agent for any Other Holder in connection with making its investment and that none of them will be acting as agent of any Other Holder in connection with monitoring an Other Holder’s investment in the Notes or enforcing its rights under the Notes. The Company, the Holder, and each Other Holder confirms that each of them has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. The Holder and each Other Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Note, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

12. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

13. Amendments; Waivers. The Notes, including this Note, may be amended, modified, or supplemented, and waivers or consents to departures from the provisions of the Notes may be given, if Trio and holders of a Majority-in-Interest of the Notes, consent to the amendment; provided, however, that no term of this Note may be amended or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without the written consent of the Holder and neither the principal balance of the Note nor any interest rate of the Note, as applicable, may be amended or modified without the consent of the Holder. Such consent may not be effected orally, but only by a signed statement in writing. Any such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and upon Trio, whether or not this Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. No consideration (including any modification of this Note or any other document entered into in connection with this Note (each a “Transaction Document”)) shall be offered or paid to the Holder or any other Holder to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to the Holder and all Other Holders. For clarification purposes, this provision constitutes a separate right granted to the Holder and each Other Holder by the Company and negotiated separately by each of them, and is intended for the Company to treat the Holder and the Other Holders as a class and shall not in any way be construed as their acting in concert or as a group with respect to the purchase, disposition or voting of securities or otherwise.

14. Pari Passu Treatment of the Notes. Each of the Notes, including this Note, shall rank equally without preference or priority of any kind over one another, and, except with respect to a prepayment request by any holder of the Notes, including the Holder of this Note, as provided in Section 1(c) hereof, all amounts payable on account of principal and interest, if any, on the Notes shall be paid and applied ratably and proportionately on the principal balances of all outstanding Notes on the basis of their original principal amount.

15. Successors and Assigns. This Note and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. No party may assign this Note, in whole or in part, without the prior written consent of the other parties hereto, and any purported assignment without such consent will be null and void ab initio; provided, however, that this Note and/or the rights contained herein may be assigned without the Company’s consent by the Holder to any other entity who controls, is controlled by or is under common control with the Holder.

16. Entire Agreement. This Note contains the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether written or oral, relating to such subject matter in any way.

17. No Third Party Beneficiaries. This Note is for the sole benefit of the parties and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give any person, other than the parties and such successors and permitted assigns, any legal or equitable rights hereunder.

18. Interpretation. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular section or other subdivision of this Note; (iv) the term “or” means “and/or”; (v) the term “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (vi) the term “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). References in this Note to “dollars”, “Dollars” or “$” are to U.S. dollars. The parties have participated jointly in the negotiation and drafting of this Note. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Note.

19. Further Assurances. From time to time at the request of Trio, on the one hand, or Holder, on the other hand, and without any additional consideration from one to the other, Trio, on the one hand, or Holder, on the other hand, as applicable, agrees to furnish to the other such further information or assurances, execute and deliver such additional documents, instruments, certificates and conveyances, and take all such other actions and do such other things, as may be necessary or appropriate in the reasonable opinion of such requesting party to carry out the provisions of this Note and to give effect to the transactions contemplated hereby.

20. Counterparts; Facsimile. This Note may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21. Certain Definitions. In addition to the terms defined within this Note, the following definitions shall be applicable to terms used in this Note:

(a) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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

(c) “Commission” means the United States Securities and Exchange Commission.

(d) “Common Stock Equivalents” means any securities of Trio which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

(f) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Trio, (b) securities upon the exercise or exchange of or conversion of (i) any Securities issued hereunder and/or (ii) other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issuance Date (without regard to any vesting requirements), provided that such securities have not been amended since the Original Issuance Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or the contemplated holding company merger) or to extend the term of such securities, (c) securities issued to contractors or vendors in the ordinary course of business for services, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and approved by a majority of the disinterested directors of the Company and; provided further that the Company will not issue more than 250,000 shares of Common Stock, without the approval of a Majority-in-interest of the Notes, or (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

(g) “Majority-in-Interest of the Notes” means holders of the Notes holding, in the aggregate, a majority of the outstanding principal amount of the Notes on the applicable date of such determination.

(h) “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of Trio and its subsidiaries taken as a whole, or on the transactions contemplated hereby, or on the authority or ability of the Company to perform its obligations under this Note.

(i) “Registration Statement” shall mean any registration statement filed with the Commission under the Securities Act that covers including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.

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

(k) “Principal Exchange” means the NYSE American LLC or such other national securities exchange on which the Common Stock is then listed.

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

(m) “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the Principal Exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Principal Exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York, N.Y. time) to 4:00 p.m. (New York, N.Y. time), or such time as published by the Principal Exchange), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume weighted average sales price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported in the “Pink Open Market” or successor operated by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent broker-dealer selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

{Signature page follows}

IN WITNESS WHEREOF, the undersigned have caused this Unsecured Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

[Signature Page to Trio Petroleum Corp Note]

Exhibit 4.2

THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR FOR THE ACCOUNT OR BENEFIT OF DIRECTLY OR INDIRECTLY ANY PERSON OR ENTITY EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT or (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

TRIO PETROLEUM CORP

Unsecured Original Discount Convertible Promissory Note

FOR VALUE RECEIVED, Trio Petroleum Corp, a Delaware corporation (“Trio” or the “Company”), promises to pay to (“Holder”), the principal sum of $270,000 U.S. Dollars in accordance with the terms of this Unsecured Original Discount Convertible Promissory Note (this “Note”).

On the Original Issuance Date, Holder shall provide by wire to Trio, pursuant to wire instructions provided by Trio, the sum of $229,500, after application of the original issue discount of $40,500.

This Note is one of three (3) Unsecured Original Discount Convertible Promissory Notes which shall have identical terms and conditions, other than principal amount and holder, being issued by the Company on August 15, 2025, for an aggregate funding amount of $1,020,000 and in an aggregate principal amount of $1,200,000 (collectively, the “Notes”). The Company represents, warrants and confirms that it has not issued any shares of Common Stock, securities convertible to Common Stock or any note or bond within 90 days prior to the Original Issuance Date.

Initially capitalized terms that are not otherwise defined within the provisions of this Note shall have the meanings given to those terms in Section 20 of this Note.

This Note is subject to the following terms and conditions:

1. Payment.

(a) Payment upon Maturity. The principal amount of this Note, together with all other amounts owing from Trio to Holder hereunder (less amounts that have been prepaid in accordance with the terms hereof or converted in accordance with Section 2) (the “Outstanding Obligations”) shall be due and payable on the Maturity Date. Trio may prepay the Outstanding Obligations under this Note at any time without penalty or premium. All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds. Whenever any payment hereunder to be made shall be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. Payments hereunder shall be delivered to Holder at such address as is specified by prior written notice by Holder to Trio. Payments (or conversions in accordance with Section 2) of the Outstanding Obligations under this Note shall first be applied to the principal amount owed hereunder, then to the accrued but unpaid interest thereof, if applicable, and then to any other Outstanding Obligations under this Note. After all Outstanding Obligations under this Note has been satisfied in full (including by conversion) in accordance with the terms hereof, this Note shall be surrendered to Trio for cancellation and shall not be reissued.

(b) Voluntary Prepayment by the Company. The Company may, on not less than five (5) Business Days’ prior written notice to the Holder, prepay this Note in whole at any time and in part from time to time. Any partial prepayment shall be applied first to accrued interest, to the date of prepayment, if any, and then to payment of principal. Any prepayment of the Notes, including this Note, shall be made proportionately with respect to all of the Notes. The Holder shall retain the right to convert the Note during the five (5) Business Day notice period under Section 2.

(c) Prepayment at Request of Holder. In the event that the Company raises any equity or equity equivalent, after the Original Issuance Date and prior to the repayment and/or conversion of all Outstanding Obligations under this Note, the Holder may request the Company to use up to 5.625% of the gross proceeds raised in any such financing to prepay the Outstanding Obligations under this Note. The Company shall deliver written notice to the Holder of any such financing at least ten (10) Trading Days prior to the scheduled closing thereof, which notice shall ask such Holder if it will request such prepayment. The Holder shall make any such request, in writing, at least five (5) Trading Days after the Holder’s receipt of such notice.

(d) Payment Amount upon Maturity. In the event that all of the Outstanding Obligations under this Note have not been converted to shares of Common Stock, as provided in Section 2 hereafter, on or prior to the Maturity Date, the Company shall be obligated to pay to the Holder, in cash, on the Maturity Date, the difference between the Outstanding Obligations and the portion of the Outstanding Obligations that has been converted, during the term of this Note.

2. Conversion

(a) Voluntary Conversion. Commencing on the Original Issuance Date, so long as there remain any Outstanding Obligations under this Note, the principal amount under this Note, along with all other Outstanding Obligations, shall be convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) of Trio, par value $0.0001 per share (the “Common Stock”), at the option of Holder, at the Conversion Price (defined hereafter) at any time and from time to time thereafter. Holder shall effect conversions by delivering to Trio a notice of conversion (each, a “Conversion Notice”), specifying therein the amount of the Outstanding Obligations under this Note to be converted and the conversion date, which shall be the date of delivery of the Conversion Notice (the “Conversion Date”). Any conversions pursuant to this Section 2(a) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(b) Required Conversion. On any date that there continues to be any Outstanding Obligations under this Note, and, for each of the preceding five (5) Trading Days prior to such date (the “Measurement Period”) (i) the daily VWAP of the Common Stock, during the Measurement Period is greater than $0.85 (subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note); (ii) the daily dollar trading volume for the Common Stock on the Principal Exchange exceeds $500,000 per Trading Day; and (iii) the Conversion Shares shall be registered for resale pursuant to a Registration Statement on Form S-3 (or if Form S-3 is not available, pursuant to a Registration Statement on Form S-1) (either a “Registration Statement”), that has been declared effective by the Securities and Exchange Commission (“SEC”) and continues to be effective at such time, Trio shall have the right, but not the obligation, to provide notice to the Holder to convert any portion of the then Outstanding Obligations under this Note; provided, however, that the amount subject to such conversion shall not exceed twenty percent (20%) of the total dollar trading volume of the Common Stock during the Measurement Period (a “Required Conversion”), by providing Holder with written notice (the date on which the Company delivers Notice, the “Notice Date”) specifying both (a) the amount to be converted and (b) the date on which the Company requires the Holder to convert the Note, which shall be at least five (5) Trading Days after the Notice Date (the “Required Conversion Date”). The conversion price shall be at the prevailing Conversion Price on the Notice Date. For purposes of this Note, “Trading Day” means any day on which the Common Stock is available to trade on the Principal Exchange on which the Common Stock is then traded. Any conversions pursuant to this Section 2(b) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(c) Conversion upon and Event of Default. The Holder shall have the right, at its sole option, to convert all or any portion of the Outstanding Obligations under this Note by providing a Conversion Notice to the Company at any time that an Event of Default (defined hereafter) has occurred and is continuing, which conversion shall be at the applicable Conversion Price. Any conversions pursuant to this Section 2(c) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(d) Conversion Price.

(i) Voluntary and Required Conversion. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(a) or Section 2(b) hereof, will convert into Conversion Shares at a conversion price equal to the lesser of (i) $1.32 and (ii) 90% of the lowest daily VWAP of the Common Stock, during the five (5) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than the initial floor price of $0.72, subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note (the “Floor Price”).

(ii) Conversion upon an Event of Default. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(c), will convert into Conversion Shares at a conversion price equal to 80% of the lowest daily VWAP of the Common Stock, during the ten (10) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than $1.10.

(e) Mechanics of Conversion.

(i) Number of Conversion Shares. The number of Conversion Shares issuable upon a conversion of the Outstanding Obligations hereunder shall be determined by the quotient obtained by dividing (i) the amount of the Outstanding Obligations under this Note to be converted (the “Conversion Amount”) by (ii) the applicable Conversion Price.

(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note, in accordance with the terms hereof, Holder shall not be required to physically surrender this Note to Trio unless the entire unpaid principal amount of this Note and all other Outstanding Obligations have been converted. Holder and Trio shall maintain records showing the amounts so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to Holder and Trio, so as not to require physical surrender of this Note upon each such conversion.

(iii) Delivery of Conversion Shares upon Conversion. Upon receipt by Trio from Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Conversion Notice meeting the requirements for conversion as provided herein, Trio shall issue and deliver or cause to be issued and delivered to or upon the order of Holder certificates for the Conversion Shares issuable upon such conversion within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Outstanding Obligations hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt of a Conversion Notice, Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the principal amount and all other Outstanding Obligations shall be reduced to reflect such conversion, and, unless Trio defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Conversion Shares, as herein provided, on such conversion. If a Notice of Conversion is delivered as provided herein, Trio’s obligation to issue and deliver the certificates for the Conversion Shares shall be absolute and unconditional, irrespective of the absence of any action by Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of Trio to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by Holder of any obligation to Trio, and irrespective of any other circumstance which might otherwise limit such obligation of Trio to Holder in connection with such conversion.

(iv) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion, provided Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of Holder and its compliance with the provisions set forth herein, Trio shall cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion to Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system by the Deadline. The Conversion Shares shall be issued without a restrictive legend to the extent such shares are covered by an effective Registration Statement or otherwise eligible to be sold pursuant to Rule 144 or Rule 144A under the Securities Act.

(f) Holder’s Exercise Limitations. Trio shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Conversion Notice, Holder (together with Holder’s Affiliates, and any other Persons acting as a group together with Holder or any of Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of this Note beneficially owned by Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Trio (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 Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f), 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 Holder that Trio is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible shall be in the sole discretion of Holder, and the submission of a Conversion Notice shall be deemed to be Holder’s determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and Trio shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f), in determining the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) Trio’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by Trio or (C) a more recent written notice by Trio or the transfer agent of the Common Stock setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, Trio shall within one (1) Trading Day confirm orally and in writing to 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 Trio, including this Note, by Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by Holder prior to the issuance of any Conversion Shares, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. Holder, upon notice to Trio may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by Holder and the provisions of this Section 2(f) 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 Trio. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 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 Note. In the event that conversion of the Outstanding Obligations would result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Limitation, the Company shall be required to repay the outstanding balance that could not be converted, in cash, on or before the Maturity Date.

(g) Maximum Number of Shares Issuable Upon Conversion of this Note. Notwithstanding any of the other provisions of this Note, the maximum number of Conversion Shares that may be issued upon the conversion of this Note is 377,803 shares of Common Stock (the “Maximum Number of Conversion Shares”).

(h) Other Conversion Terms. Holder and Trio shall maintain records showing the amount(s) converted and the date of such conversion(s). Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(i) Failure to Convert. If the Company fails to perform its obligations under Section 2 (a “Conversion Failure”), and if the Holder is required to incur costs to mitigate or prevent a failed settlement for any sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request pay cash to the Holder in the amount of such costs, which costs shall be equal to the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue, multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion into Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, 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.

3. Unsecured Holder hereby acknowledges that this Note and the Outstanding Obligations hereunder are unsecured.

4. Other Agreements

(a) Use of Proceeds. Unless otherwise approved by Holder, Trio shall only use the proceeds from the funds provided pursuant to this Note for working capital and general corporate purposes. Additionally, in the event that the Company is required to pay fees to a third party, in connection with the sale of Securities, pursuant to the terms of the Notes, a portion of the proceeds will be used to pay any such fees.

(b) Authorized Shares. Trio shall at all times reserve from its authorized and unissued shares of Common Stock, free from any preemptive rights, in the amount of two hundred percent (200%) of the maximum number of Conversion Shares into which this Note may be converted.

(c) No Short Sales. Holder agrees that it has not and will not, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Reg SHO), which establishes a short position with respect to the Common Stock from July 28, 2025, until this Note is no longer outstanding. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for Holder (or its broker or other financial representative) to effect short sales or similar transactions , which are effected any time after the Note is no longer outstanding. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Conversion Notice of such number of Common Stock reasonably expected to be purchased under a Conversion Notice shall not be deemed a short sale.

(d) Registration Rights. The Conversion Shares are entitled to registration for resale under the Securities Act, pursuant to the provisions of a Registration Rights Agreement between the Company and the Holder, of even date herewith (the “Registration Rights Agreement”).

(e) Holder’s Right to Reduce Floor Price. At any time that this Note is outstanding and Holder desires to provide Trio with a Notice of Conversion to convert this Note, if the then applicable Conversion Price is less than the then current Floor Price, Holder may reduce the Floor Price, pursuant to at least two Trading Days’ prior written notice to Trio, to a new floor price not less than the then applicable Conversion Price; provided that, the Floor Price may never be reduced to less than 20% of the lesser of: (i) $1.10, or (ii) the average closing price of the Common Stock for the five (5) Trading Days immediately preceding the Original Issuance Date of this Note; and provided further, that notwithstanding the foregoing, this Note may not be converted for more than the Beneficial Ownership Limitation or the Maximum Number of Shares. Upon any reduction of the Floor Price of this Note, the Company shall provide the holders of the other Notes with prompt written notice of such reduction in the Floor Price and the Floor Price of all of the Notes shall be reduced to the new Floor Price.

(f) Subsequent Equity Sales. From the Original Issuance Date of this Note until thirty (30) Trading Days following the effective date of the Registration Statement registering the Conversion Shares for resale, Trio shall not, directly or indirectly, without the consent of holders of a Majority-In-Interest of the Notes, enter into, issue, offer, announce, or agree to issue any, equity-linked securities, debt, or securities convertible into or exercisable for equity, including but not limited to any new equity line of credit, forward sale agreement, or other similar transaction, without the prior written consent of holders of Majority-in-Interest of the Notes. These issuance restrictions shall not be applicable to an Exempt Issuance. Trio shall also be permitted to issue shares of Common Stock in any At-the-Market transaction registered with the SEC (“ATM”).

(g) Variable Rate Transactions. From the date hereof until the Notes have been fully repaid and/or converted, in full, the Company, unless it obtains the consent of holders of a Majority-In-Interest of the Notes, shall be prohibited from effecting or entering into an agreement to effect any issuance by Trio or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Trio or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby Trio may issue securities at a future determined price. Notwithstanding the foregoing, for the purposes hereof, an ATM shall not be deemed to be a Variable Rate Transaction.

5. Representations and Warranties

(a) Representations and Warranties of Trio. Trio represents and warrants to Holder as follows:

(i) Organization and Qualification. Trio is duly organized and validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted. Trio is duly qualified as an entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

(ii) Authorization; Enforcement; Validity. Trio has the requisite corporate power and authority to enter into and perform its obligations under this Note, and to issue the Conversion Shares in accordance with the terms hereof. The execution and delivery of this Note by Trio, and the consummation by Trio of the transactions contemplated hereby, including, without limitation, the reservation and issuance of the Conversion Shares, have been duly authorized by Trio’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the provisions of Section 4(d) hereof and the Registration Rights Agreement, the filing of Form D, at Trio’s option, and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by Trio, its Board of Directors or its stockholders. This Note has been duly executed and delivered by Trio, and constitutes the legal, valid and binding obligations of Trio, enforceable against Trio in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Issuance of Securities. The issuance of this Note and the Conversion Shares (collectively, the “Securities”) is duly authorized and, upon issuance in accordance with the terms of this Note, the Conversion Shares shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with Holder being entitled to all rights accorded to a holder of Common Stock. At all times, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds two hundred percent (200%) of the maximum number of Conversion Shares issuable upon conversion of this Note (assuming for purposes hereof, that the Conversion Shares are convertible at the Floor Price and without taking into account any Beneficial Ownership Limitations). As of the Original Issuance Date, there are 150,000,000 shares of Common Stock authorized and 8,399,839 shares of Common Stock issued and outstanding. Assuming the accuracy of each of the representations and warranties of Holder set forth in Section 5(b), the offer and issuance by Trio of the Securities is exempt from registration under the Securities Act. Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and has appointed a duly registered and authorized transfer agent, being VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598: 212-828-8436, email: action@vstocktransfer.com.

(iv) No Conflicts. The execution, delivery and performance of this Note by Trio and the consummation by Trio of the transactions contemplated hereby (including, without limitation, the issuance of the Conversion Shares and reservation for issuance and issuance of the Conversion Shares) will not (A) result in a violation of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (each, as amended) of Trio, or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Trio is a party, or (C) assuming the accuracy of the representations of Holder in Section 5(b), result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Exchange and applicable laws of the State of Delaware applicable to Trio or by which any property or asset of Trio is bound or affected.

(v) Consents. Trio is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Note, in each case in accordance with the terms hereof, other than the filing and acceptance of an additional shares application with the Principal Exchange. All consents, authorizations, orders, filings and registrations which Trio is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Original Issuance Date, including approval from NYSE American LLC of the Supplemental Listing Application (SLAP) filed in connection with the issuance of the shares of Common Stock underlying the Note, and Trio is unaware of any facts or circumstances that might prevent Trio from obtaining or effecting any of the consent, registration, application or filings pursuant to the preceding sentence. Trio is not in violation of the listing requirements of the Principal Exchange and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by Trio of this Note and the Conversion Shares, as applicable, shall not have the effect of delisting or suspending the Common Stock from the Principal Exchange.

(vi) No General Solicitation; Placement Agent’s Fees. Neither Trio, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of this Note. Trio shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Holder) relating to or arising out of the transactions contemplated hereby. Trio shall pay, and hold Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

(vii) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Exchange, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Trio, threatened against or affecting Trio, the Common Stock or any of its officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(b) Holder represents and warrants to Trio as follows:

(i) Organization. Holder, if a Person other than an individual, is duly organized and validly existing and in good standing under the laws of jurisdiction of its place of formation, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted.

(ii) Authorization; Enforcement; Validity. Holder has the requisite corporate or other power and authority to enter into and perform its obligations under this Note. The execution and delivery of this Note by Holder, and the consummation by Holder of the transactions contemplated hereby have been, if Holder is a Person other than an individual, duly authorized by Holder’s management and no further filing, consent, or authorization is required by Holder. This Note has been duly executed and delivered by Holder, and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Own Account. Holder understands that this Note is not registered under the Securities Act and, unless registered in a Registration Statement, pursuant to the provisions of the Registration Rights Agreement or otherwise, the Conversion Shares will be “restricted securities” as defined in Rule 144 promulgated under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Note as principal for its own account and not with a view to or for distributing or reselling this Note or any of the Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty shall not limit Holder’s right to sell the Securities pursuant to a Registration Statement or otherwise in compliance with applicable federal and state securities laws and Holder’s right under the Section 2(e)). Holder is acquiring the Securities hereunder in the ordinary course of its business.

(iv) Accredited Investor Status. At the time Holder was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts this Note to Conversion Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the Securities Act. Holder hereby represents that neither Holder nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Note, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

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

(vi) General Solicitation. Holder is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Holder, any other general solicitation or general advertisement.

(vii) Access to Information. Holder acknowledges that it has had the opportunity to review this Note and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Trio concerning the terms and conditions of the Securities and the merits and risks of investing in the Securities; (B) access to information about Trio and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that Trio possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

6. Defaults and Remedies

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

(i) Failure to Pay Principal and other Outstanding Obligations. If Trio fails to pay the principal hereof or any other Outstanding Obligations when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) Business Days after written notice from the Holder; or

(ii) Listing Maintenance. failure to maintain listing of the Common Stock on the Principal Exchange, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market; or

(iii) Periodic Reporting. failure to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or, after having received a valid extension of such time of filing, failure to file any such SEC Reports prior to the expiration of any such extension; or

(iv) Enforceability. The Company contests in writing the validity or enforceability of any provision of this Note or the Registration Rights Agreement;, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind this Note or the Registration Rights Agreement; or

(v) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing; or

(vi) The Company or any subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created, (1) resulting in such indebtedness being declared due and payable prior to its stated maturity or (2) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case (1) and (2), after the expiration of any applicable grace period set forth in the terms of such debt, if such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within five (5) Business Days after a written notice to the Company by the Holder; or

(vii) a final judgment or judgments for the payment of money aggregating in excess of $100,000 (excluding any amount covered by insurance) are rendered against the Company and/or any of its subsidiaries and which judgments are not bonded, discharged, settled or stayed within sixty (60) days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(viii) Breach of Covenants. Trio breaches any material covenant or other material term or condition contained in this Note or the Registration Rights Agreement and such breach continues for a period of ten (10) days after written notice thereof to Trio from the Holder; or

(ix) Breach of Representations and Warranties. Any representation or warranty of Trio made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of Holder with respect to this Note; or

(x) Liquidation. Any dissolution, liquidation, or winding up of Trio or any substantial portion of its business; or

(xi) Cessation of Operations. Any cessation of operations by Trio or Trio admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of Trio’s ability to continue as a “going concern” shall not be an admission that Trio cannot pay its debts as they become due.

(b) Remedies Upon Event of Default. Upon the occurrence and during the continuation of any Event of Default pursuant to this Section 6,

(i) this Note shall become immediately due and payable, in full, all without demand, presentment or notice, all of which hereby are expressly waived, and Trio shall pay to the Holder, in full satisfaction of its obligations hereunder, the then outstanding principal amount of this Note plus all other Outstanding Obligations, together with all costs, including, without limitation, legal fees and expenses, of collection (collectively, the “Balance”), within ten (10) days of the date of the Event of Default (the “Default Payment Deadline”);

(ii) default interest shall begin to accrue at a rate of the lesser of eighteen percent (18%) per annum and the maximum applicable rate of interest provided by law, until the earlier of (i) the date that the Event of Default has been cured or (ii) all of the Outstanding Obligations, including such default interest, have been repaid and/or converted. Holder shall be entitled to exercise all other rights and remedies available at law or in equity; and

(iii) the Holder shall have the right, as long as an Event of Default is existing, to convert the Note at a 20% discount to the lowest daily VWAP during the 10 trading day period prior to the date of conversion.

7. No Recourse Against Others. No director, officer, employee, consultant, advisor, agent or equity holder (in its capacity as such) of Trio or its Affiliates shall have any liability for the performance of any obligations of Trio under this Note or for any claim based on, in respect of, or by reason of such obligations or their creation, except in the event of fraud, gross negligence or willful misconduct. Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of this Note.

8. Governing Law; Jurisdiction; Jury Trial Waiver. This Note, and all actions arising out of or in connection with this Note, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, or, the District Court for the Southern District of New York (and all appellate courts thereof) in any action or proceeding arising out of or relating to this Note, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Note, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 11. Nothing in this Section 8 shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Note or the transactions contemplated hereby.

9. Severability; Usury Laws. Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions hereof. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part hereof a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible. This Note is subject to the express condition that at no time shall Trio be obligated or required to pay interest on the principal balance at a rate which could subject Trio or Holder to either civil or criminal liability as a result of being in excess of the maximum rate which Trio is permitted by law to contract or agree to pay. If by the terms of this Note, Trio is at any time required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate.

10. Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder and each other holder of the Notes (each an “Other Holder” and collectively, the “Other Holders”)) are several and not joint with the obligations of an Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any of the Notes and no Other Holder shall be responsible in any way for the performance of the obligations of the Holder under this Note. Nothing contained herein, and no action taken by the Holder or any other Holder pursuant hereto or thereto, shall be deemed to constitute the Holder or any Other Holder as, and the Company acknowledges that the Holder and the Other Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group or entity, and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Notes. The decision of the Holder and each Other Holder to purchase Notes has been made by the Holder and each of the Other Holders independently of each other. The Holder and each other Holder acknowledges that it has not acted as agent for any Other Holder in connection with making its investment and that none of them will be acting as agent of any Other Holder in connection with monitoring an Other Holder’s investment in the Notes or enforcing its rights under the Notes. The Company, the Holder, and each Other Holder confirms that each of them has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. The Holder and each Other Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Note, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

11. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

12. Amendments; Waivers. The Notes, including this Note, may be amended, modified, or supplemented, and waivers or consents to departures from the provisions of the Notes may be given, if Trio and holders of a Majority-in-Interest of the Notes, consent to the amendment; provided, however, that no term of this Note may be amended or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without the written consent of the Holder and neither the principal balance of the Note nor any interest rate of the Note, as applicable, may be amended or modified without the consent of the Holder. Such consent may not be effected orally, but only by a signed statement in writing. Any such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and upon Trio, whether or not this Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. No consideration (including any modification of this Note or any other document entered into in connection with this Note (each a “Transaction Document”)) shall be offered or paid to the Holder or any other Holder to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to the Holder and all Other Holders. For clarification purposes, this provision constitutes a separate right granted to the Holder and each Other Holder by the Company and negotiated separately by each of them, and is intended for the Company to treat the Holder and the Other Holders as a class and shall not in any way be construed as their acting in concert or as a group with respect to the purchase, disposition or voting of securities or otherwise.

13. Pari Passu Treatment of the Notes. Each of the Notes, including this Note, shall rank equally without preference or priority of any kind over one another, and, except with respect to a prepayment request by any holder of the Notes, including the Holder of this Note, as provided in Section 1(c) hereof, all amounts payable on account of principal and interest, if any, on the Notes shall be paid and applied ratably and proportionately on the principal balances of all outstanding Notes on the basis of their original principal amount.

14. Successors and Assigns. This Note and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. No party may assign this Note, in whole or in part, without the prior written consent of the other parties hereto, and any purported assignment without such consent will be null and void ab initio; provided, however, that this Note and/or the rights contained herein may be assigned without the Company’s consent by the Holder to any other entity who controls, is controlled by or is under common control with the Holder.

15. Entire Agreement. This Note contains the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether written or oral, relating to such subject matter in any way.

16. No Third Party Beneficiaries. This Note is for the sole benefit of the parties and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give any person, other than the parties and such successors and permitted assigns, any legal or equitable rights hereunder.

17. Interpretation. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular section or other subdivision of this Note; (iv) the term “or” means “and/or”; (v) the term “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (vi) the term “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). References in this Note to “dollars”, “Dollars” or “$” are to U.S. dollars. The parties have participated jointly in the negotiation and drafting of this Note. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Note.

18. Further Assurances. From time to time at the request of Trio, on the one hand, or Holder, on the other hand, and without any additional consideration from one to the other, Trio, on the one hand, or Holder, on the other hand, as applicable, agrees to furnish to the other such further information or assurances, execute and deliver such additional documents, instruments, certificates and conveyances, and take all such other actions and do such other things, as may be necessary or appropriate in the reasonable opinion of such requesting party to carry out the provisions of this Note and to give effect to the transactions contemplated hereby.

19. Counterparts; Facsimile. This Note may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Certain Definitions. In addition to the terms defined within this Note, the following definitions shall be applicable to terms used in this Note:

(a) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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

(c) “Commission” means the United States Securities and Exchange Commission.

(d) “Common Stock Equivalents” means any securities of Trio which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

(f) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Trio, (b) securities upon the exercise or exchange of or conversion of (i) any Securities issued hereunder and/or (ii) other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issuance Date (without regard to any vesting requirements), provided that such securities have not been amended since the Original Issuance Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or the contemplated holding company merger) or to extend the term of such securities, (c) securities issued to contractors or vendors in the ordinary course of business for services, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and approved by a majority of the disinterested directors of the Company and; provided further that the Company will not issue more than 250,000 shares of Common Stock, without the approval of a Majority-in-interest of the Notes, or (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

(g) “Majority-in-Interest of the Notes” means holders of the Notes holding, in the aggregate, a majority of the outstanding principal amount of the Notes on the applicable date of such determination.

(h) “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of Trio and its subsidiaries taken as a whole, or on the transactions contemplated hereby, or on the authority or ability of the Company to perform its obligations under this Note.

(i) “Registration Statement” shall mean any registration statement filed with the Commission under the Securities Act that covers including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.

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

(k) “Principal Exchange” means the NYSE American LLC or such other national securities exchange on which the Common Stock is then listed.

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

(m) “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the Principal Exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Principal Exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York, N.Y. time) to 4:00 p.m. (New York, N.Y. time), or such time as published by the Principal Exchange), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume weighted average sales price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported in the “Pink Open Market” or successor operated by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent broker-dealer selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

{Signature page follows}

IN WITNESS WHEREOF, the undersigned have caused this Unsecured Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

[Signature Page to Trio Petroleum Corp Note]

Exhibit 4.3

THE SECURITIES EVIDENCED BY THIS NOTE (INCLUDING WITHOUT LIMITATION THE SHARES ISSUSABLE UPON CONVERSION OF THIS NOTE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY TO OR FOR THE ACCOUNT OR BENEFIT OF DIRECTLY OR INDIRECTLY ANY PERSON OR ENTITY EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT or (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

TRIO PETROLEUM CORP

Unsecured Original Discount Convertible Promissory Note

FOR VALUE RECEIVED, Trio Petroleum Corp, a Delaware corporation (“Trio” or the “Company”), promises to pay to (“Holder”), the principal sum of $270,000 U.S. Dollars in accordance with the terms of this Unsecured Original Discount Convertible Promissory Note (this “Note”).

On the Original Issuance Date, Holder shall provide by wire to Trio, pursuant to wire instructions provided by Trio, the sum of $229,500, after application of the original issue discount of $40,500.

This Note is one of three (3) Unsecured Original Discount Convertible Promissory Notes which shall have identical terms and conditions, other than principal amount and holder, being issued by the Company on August 15, 2025, for an aggregate funding amount of $1,020,000 and in an aggregate principal amount of $1,200,000 (collectively, the “Notes”). The Company represents, warrants and confirms that it has not issued any shares of Common Stock, securities convertible to Common Stock or any note or bond within 90 days prior to the Original Issuance Date.

Initially capitalized terms that are not otherwise defined within the provisions of this Note shall have the meanings given to those terms in Section 20 of this Note.

This Note is subject to the following terms and conditions:

1. Payment.

(a) Payment upon Maturity. The principal amount of this Note, together with all other amounts owing from Trio to Holder hereunder (less amounts that have been prepaid in accordance with the terms hereof or converted in accordance with Section 2) (the “Outstanding Obligations”) shall be due and payable on the Maturity Date. Trio may prepay the Outstanding Obligations under this Note at any time without penalty or premium. All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds. Whenever any payment hereunder to be made shall be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. Payments hereunder shall be delivered to Holder at such address as is specified by prior written notice by Holder to Trio. Payments (or conversions in accordance with Section 2) of the Outstanding Obligations under this Note shall first be applied to the principal amount owed hereunder, then to the accrued but unpaid interest thereof, if applicable, and then to any other Outstanding Obligations under this Note. After all Outstanding Obligations under this Note has been satisfied in full (including by conversion) in accordance with the terms hereof, this Note shall be surrendered to Trio for cancellation and shall not be reissued.

(b) Voluntary Prepayment by the Company. The Company may, on not less than five (5) Business Days’ prior written notice to the Holder, prepay this Note in whole at any time and in part from time to time. Any partial prepayment shall be applied first to accrued interest, to the date of prepayment, if any, and then to payment of principal. Any prepayment of the Notes, including this Note, shall be made proportionately with respect to all of the Notes. The Holder shall retain the right to convert the Note during the five (5) Business Day notice period under Section 2.

(c) Prepayment at Request of Holder. In the event that the Company raises any equity or equity equivalent, after the Original Issuance Date and prior to the repayment and/or conversion of all Outstanding Obligations under this Note, the Holder may request the Company to use up to 5.625% of the gross proceeds raised in any such financing to prepay the Outstanding Obligations under this Note. The Company shall deliver written notice to the Holder of any such financing at least ten (10) Trading Days prior to the scheduled closing thereof, which notice shall ask such Holder if it will request such prepayment. The Holder shall make any such request, in writing, at least five (5) Trading Days after the Holder’s receipt of such notice.

(d) Payment Amount upon Maturity. In the event that all of the Outstanding Obligations under this Note have not been converted to shares of Common Stock, as provided in Section 2 hereafter, on or prior to the Maturity Date, the Company shall be obligated to pay to the Holder, in cash, on the Maturity Date, the difference between the Outstanding Obligations and the portion of the Outstanding Obligations that has been converted, during the term of this Note.

2. Conversion

(a) Voluntary Conversion. Commencing on the Original Issuance Date, so long as there remain any Outstanding Obligations under this Note, the principal amount under this Note, along with all other Outstanding Obligations, shall be convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) of Trio, par value $0.0001 per share (the “Common Stock”), at the option of Holder, at the Conversion Price (defined hereafter) at any time and from time to time thereafter. Holder shall effect conversions by delivering to Trio a notice of conversion (each, a “Conversion Notice”), specifying therein the amount of the Outstanding Obligations under this Note to be converted and the conversion date, which shall be the date of delivery of the Conversion Notice (the “Conversion Date”). Any conversions pursuant to this Section 2(a) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(b) Required Conversion. On any date that there continues to be any Outstanding Obligations under this Note, and, for each of the preceding five (5) Trading Days prior to such date (the “Measurement Period”) (i) the daily VWAP of the Common Stock, during the Measurement Period is greater than $0.85 (subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note); (ii) the daily dollar trading volume for the Common Stock on the Principal Exchange exceeds $500,000 per Trading Day; and (iii) the Conversion Shares shall be registered for resale pursuant to a Registration Statement on Form S-3 (or if Form S-3 is not available, pursuant to a Registration Statement on Form S-1) (either a “Registration Statement”), that has been declared effective by the Securities and Exchange Commission (“SEC”) and continues to be effective at such time, Trio shall have the right, but not the obligation, to provide notice to the Holder to convert any portion of the then Outstanding Obligations under this Note; provided, however, that the amount subject to such conversion shall not exceed twenty percent (20%) of the total dollar trading volume of the Common Stock during the Measurement Period (a “Required Conversion”), by providing Holder with written notice (the date on which the Company delivers Notice, the “Notice Date”) specifying both (a) the amount to be converted and (b) the date on which the Company requires the Holder to convert the Note, which shall be at least five (5) Trading Days after the Notice Date (the “Required Conversion Date”). The conversion price shall be at the prevailing Conversion Price on the Notice Date. For purposes of this Note, “Trading Day” means any day on which the Common Stock is available to trade on the Principal Exchange on which the Common Stock is then traded. Any conversions pursuant to this Section 2(b) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(c) Conversion upon and Event of Default. The Holder shall have the right, at its sole option, to convert all or any portion of the Outstanding Obligations under this Note by providing a Conversion Notice to the Company at any time that an Event of Default (defined hereafter) has occurred and is continuing, which conversion shall be at the applicable Conversion Price. Any conversions pursuant to this Section 2(c) are subject to (i) the Beneficial Ownership Limitation set forth in Section 2(f) hereafter and (ii) the Maximum Number of Conversion Shares set forth in Section 2(g) hereafter.

(d) Conversion Price.

(i) Voluntary and Required Conversion. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(a) or Section 2(b) hereof, will convert into Conversion Shares at a conversion price equal to the lesser of (i) $1.32 and (ii) 90% of the lowest daily VWAP of the Common Stock, during the five (5) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than the initial floor price of $0.72, subject to adjustments for forward splits and reverse splits of the Common Stock and other similar recapitalizations, as well as such other adjustments as provided in this Note (the “Floor Price”).

(ii) Conversion upon an Event of Default. Any conversion of the Outstanding Obligations, pursuant to the provisions of Section 2(c), will convert into Conversion Shares at a conversion price equal to 80% of the lowest daily VWAP of the Common Stock, during the ten (10) Trading Days prior to the date of the Conversion Notice. Notwithstanding the foregoing, the applicable Conversion Price shall not be less than $1.10.

(e) Mechanics of Conversion.

(i) Number of Conversion Shares. The number of Conversion Shares issuable upon a conversion of the Outstanding Obligations hereunder shall be determined by the quotient obtained by dividing (i) the amount of the Outstanding Obligations under this Note to be converted (the “Conversion Amount”) by (ii) the applicable Conversion Price.

(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note, in accordance with the terms hereof, Holder shall not be required to physically surrender this Note to Trio unless the entire unpaid principal amount of this Note and all other Outstanding Obligations have been converted. Holder and Trio shall maintain records showing the amounts so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to Holder and Trio, so as not to require physical surrender of this Note upon each such conversion.

(iii) Delivery of Conversion Shares upon Conversion. Upon receipt by Trio from Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Conversion Notice meeting the requirements for conversion as provided herein, Trio shall issue and deliver or cause to be issued and delivered to or upon the order of Holder certificates for the Conversion Shares issuable upon such conversion within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Outstanding Obligations hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt of a Conversion Notice, Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the principal amount and all other Outstanding Obligations shall be reduced to reflect such conversion, and, unless Trio defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Conversion Shares, as herein provided, on such conversion. If a Notice of Conversion is delivered as provided herein, Trio’s obligation to issue and deliver the certificates for the Conversion Shares shall be absolute and unconditional, irrespective of the absence of any action by Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of Trio to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by Holder of any obligation to Trio, and irrespective of any other circumstance which might otherwise limit such obligation of Trio to Holder in connection with such conversion.

(iv) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion, provided Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of Holder and its compliance with the provisions set forth herein, Trio shall cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion to Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system by the Deadline. The Conversion Shares shall be issued without a restrictive legend to the extent such shares are covered by an effective Registration Statement or otherwise eligible to be sold pursuant to Rule 144 or Rule 144A under the Securities Act.

(f) Holder’s Exercise Limitations. Trio shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Conversion Notice, Holder (together with Holder’s Affiliates, and any other Persons acting as a group together with Holder or any of Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of this Note beneficially owned by Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Trio (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 Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f), 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 Holder that Trio is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible shall be in the sole discretion of Holder, and the submission of a Conversion Notice shall be deemed to be Holder’s determination of whether this Note is convertible (in relation to other securities owned by Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and Trio shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f), in determining the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) Trio’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by Trio or (C) a more recent written notice by Trio or the transfer agent of the Common Stock setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, Trio shall within one (1) Trading Day confirm orally and in writing to 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 Trio, including this Note, by Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by Holder prior to the issuance of any Conversion Shares, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. Holder, upon notice to Trio may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by Holder and the provisions of this Section 2(f) 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 Trio. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 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 Note. In the event that conversion of the Outstanding Obligations would result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Limitation, the Company shall be required to repay the outstanding balance that could not be converted, in cash, on or before the Maturity Date.

(g) Maximum Number of Shares Issuable Upon Conversion of this Note. Notwithstanding any of the other provisions of this Note, the maximum number of Conversion Shares that may be issued upon the conversion of this Note is 377,803 shares of Common Stock (the “Maximum Number of Conversion Shares”).

(h) Other Conversion Terms. Holder and Trio shall maintain records showing the amount(s) converted and the date of such conversion(s). Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(i) Failure to Convert. If the Company fails to perform its obligations under Section 2 (a “Conversion Failure”), and if the Holder is required to incur costs to mitigate or prevent a failed settlement for any sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request pay cash to the Holder in the amount of such costs, which costs shall be equal to the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue, multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion into Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, 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.

3. Unsecured Holder hereby acknowledges that this Note and the Outstanding Obligations hereunder are unsecured.

4. Other Agreements

(a) Use of Proceeds. Unless otherwise approved by Holder, Trio shall only use the proceeds from the funds provided pursuant to this Note for working capital and general corporate purposes. Additionally, in the event that the Company is required to pay fees to a third party, in connection with the sale of Securities, pursuant to the terms of the Notes, a portion of the proceeds will be used to pay any such fees.

(b) Authorized Shares. Trio shall at all times reserve from its authorized and unissued shares of Common Stock, free from any preemptive rights, in the amount of two hundred percent (200%) of the maximum number of Conversion Shares into which this Note may be converted.

(c) No Short Sales. Holder agrees that it has not and will not, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Reg SHO), which establishes a short position with respect to the Common Stock from July 28, 2025, until this Note is no longer outstanding. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for Holder (or its broker or other financial representative) to effect short sales or similar transactions , which are effected any time after the Note is no longer outstanding. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Conversion Notice of such number of Common Stock reasonably expected to be purchased under a Conversion Notice shall not be deemed a short sale.

(d) Registration Rights. The Conversion Shares are entitled to registration for resale under the Securities Act, pursuant to the provisions of a Registration Rights Agreement between the Company and the Holder, of even date herewith (the “Registration Rights Agreement”).

(e) Holder’s Right to Reduce Floor Price. At any time that this Note is outstanding and Holder desires to provide Trio with a Notice of Conversion to convert this Note, if the then applicable Conversion Price is less than the then current Floor Price, Holder may reduce the Floor Price, pursuant to at least two Trading Days’ prior written notice to Trio, to a new floor price not less than the then applicable Conversion Price; provided that, the Floor Price may never be reduced to less than 20% of the lesser of: (i) $1.10, or (ii) the average closing price of the Common Stock for the five (5) Trading Days immediately preceding the Original Issuance Date of this Note; and provided further, that notwithstanding the foregoing, this Note may not be converted for more than the Beneficial Ownership Limitation or the Maximum Number of Shares. Upon any reduction of the Floor Price of this Note, the Company shall provide the holders of the other Notes with prompt written notice of such reduction in the Floor Price and the Floor Price of all of the Notes shall be reduced to the new Floor Price.

(f) Subsequent Equity Sales. From the Original Issuance Date of this Note until thirty (30) Trading Days following the effective date of the Registration Statement registering the Conversion Shares for resale, Trio shall not, directly or indirectly, without the consent of holders of a Majority-In-Interest of the Notes, enter into, issue, offer, announce, or agree to issue any, equity-linked securities, debt, or securities convertible into or exercisable for equity, including but not limited to any new equity line of credit, forward sale agreement, or other similar transaction, without the prior written consent of holders of Majority-in-Interest of the Notes. These issuance restrictions shall not be applicable to an Exempt Issuance. Trio shall also be permitted to issue shares of Common Stock in any At-the-Market transaction registered with the SEC (“ATM”).

(g) Variable Rate Transactions. From the date hereof until the Notes have been fully repaid and/or converted, in full, the Company, unless it obtains the consent of holders of a Majority-In-Interest of the Notes, shall be prohibited from effecting or entering into an agreement to effect any issuance by Trio or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Trio or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby Trio may issue securities at a future determined price. Notwithstanding the foregoing, for the purposes hereof, an ATM shall not be deemed to be a Variable Rate Transaction.

5. Representations and Warranties

(a) Representations and Warranties of Trio. Trio represents and warrants to Holder as follows:

(i) Organization and Qualification. Trio is duly organized and validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted. Trio is duly qualified as an entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

(ii) Authorization; Enforcement; Validity. Trio has the requisite corporate power and authority to enter into and perform its obligations under this Note, and to issue the Conversion Shares in accordance with the terms hereof. The execution and delivery of this Note by Trio, and the consummation by Trio of the transactions contemplated hereby, including, without limitation, the reservation and issuance of the Conversion Shares, have been duly authorized by Trio’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the provisions of Section 4(d) hereof and the Registration Rights Agreement, the filing of Form D, at Trio’s option, and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by Trio, its Board of Directors or its stockholders. This Note has been duly executed and delivered by Trio, and constitutes the legal, valid and binding obligations of Trio, enforceable against Trio in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Issuance of Securities. The issuance of this Note and the Conversion Shares (collectively, the “Securities”) is duly authorized and, upon issuance in accordance with the terms of this Note, the Conversion Shares shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with Holder being entitled to all rights accorded to a holder of Common Stock. At all times, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds two hundred percent (200%) of the maximum number of Conversion Shares issuable upon conversion of this Note (assuming for purposes hereof, that the Conversion Shares are convertible at the Floor Price and without taking into account any Beneficial Ownership Limitations). As of the Original Issuance Date, there are 150,000,000 shares of Common Stock authorized and 8,399,839 shares of Common Stock issued and outstanding. Assuming the accuracy of each of the representations and warranties of Holder set forth in Section 5(b), the offer and issuance by Trio of the Securities is exempt from registration under the Securities Act. Trio is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and has appointed a duly registered and authorized transfer agent, being VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598: 212-828-8436, email: action@vstocktransfer.com.

(iv) No Conflicts. The execution, delivery and performance of this Note by Trio and the consummation by Trio of the transactions contemplated hereby (including, without limitation, the issuance of the Conversion Shares and reservation for issuance and issuance of the Conversion Shares) will not (A) result in a violation of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (each, as amended) of Trio, or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Trio is a party, or (C) assuming the accuracy of the representations of Holder in Section 5(b), result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Exchange and applicable laws of the State of Delaware applicable to Trio or by which any property or asset of Trio is bound or affected.

(v) Consents. Trio is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Note, in each case in accordance with the terms hereof, other than the filing and acceptance of an additional shares application with the Principal Exchange. All consents, authorizations, orders, filings and registrations which Trio is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Original Issuance Date, including approval from NYSE American LLC of the Supplemental Listing Application (SLAP) filed in connection with the issuance of the shares of Common Stock underlying the Note, and Trio is unaware of any facts or circumstances that might prevent Trio from obtaining or effecting any of the consent, registration, application or filings pursuant to the preceding sentence. Trio is not in violation of the listing requirements of the Principal Exchange and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by Trio of this Note and the Conversion Shares, as applicable, shall not have the effect of delisting or suspending the Common Stock from the Principal Exchange.

(vi) No General Solicitation; Placement Agent’s Fees. Neither Trio, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of this Note. Trio shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Holder) relating to or arising out of the transactions contemplated hereby. Trio shall pay, and hold Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

(vii) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Exchange, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Trio, threatened against or affecting Trio, the Common Stock or any of its officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(b) Holder represents and warrants to Trio as follows:

(i) Organization. Holder, if a Person other than an individual, is duly organized and validly existing and in good standing under the laws of jurisdiction of its place of formation, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted.

(ii) Authorization; Enforcement; Validity. Holder has the requisite corporate or other power and authority to enter into and perform its obligations under this Note. The execution and delivery of this Note by Holder, and the consummation by Holder of the transactions contemplated hereby have been, if Holder is a Person other than an individual, duly authorized by Holder’s management and no further filing, consent, or authorization is required by Holder. This Note has been duly executed and delivered by Holder, and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(iii) Own Account. Holder understands that this Note is not registered under the Securities Act and, unless registered in a Registration Statement, pursuant to the provisions of the Registration Rights Agreement or otherwise, the Conversion Shares will be “restricted securities” as defined in Rule 144 promulgated under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Note as principal for its own account and not with a view to or for distributing or reselling this Note or any of the Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty shall not limit Holder’s right to sell the Securities pursuant to a Registration Statement or otherwise in compliance with applicable federal and state securities laws and Holder’s right under the Section 2(e)). Holder is acquiring the Securities hereunder in the ordinary course of its business.

(iv) Accredited Investor Status. At the time Holder was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts this Note to Conversion Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the Securities Act. Holder hereby represents that neither Holder nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Note, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

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

(vi) General Solicitation. Holder is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Holder, any other general solicitation or general advertisement.

(vii) Access to Information. Holder acknowledges that it has had the opportunity to review this Note and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Trio concerning the terms and conditions of the Securities and the merits and risks of investing in the Securities; (B) access to information about Trio and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that Trio possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

6. Defaults and Remedies

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

(i) Failure to Pay Principal and other Outstanding Obligations. If Trio fails to pay the principal hereof or any other Outstanding Obligations when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) Business Days after written notice from the Holder; or

(ii) Listing Maintenance. failure to maintain listing of the Common Stock on the Principal Exchange, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market; or

(iii) Periodic Reporting. failure to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or, after having received a valid extension of such time of filing, failure to file any such SEC Reports prior to the expiration of any such extension; or

(iv) Enforceability. The Company contests in writing the validity or enforceability of any provision of this Note or the Registration Rights Agreement;, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind this Note or the Registration Rights Agreement; or

(v) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing; or

(vi) The Company or any subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created, (1) resulting in such indebtedness being declared due and payable prior to its stated maturity or (2) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case (1) and (2), after the expiration of any applicable grace period set forth in the terms of such debt, if such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within five (5) Business Days after a written notice to the Company by the Holder; or

(vii) a final judgment or judgments for the payment of money aggregating in excess of $100,000 (excluding any amount covered by insurance) are rendered against the Company and/or any of its subsidiaries and which judgments are not bonded, discharged, settled or stayed within sixty (60) days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(viii) Breach of Covenants. Trio breaches any material covenant or other material term or condition contained in this Note or the Registration Rights Agreement and such breach continues for a period of ten (10) days after written notice thereof to Trio from the Holder; or

(ix) Breach of Representations and Warranties. Any representation or warranty of Trio made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of Holder with respect to this Note; or

(x) Liquidation. Any dissolution, liquidation, or winding up of Trio or any substantial portion of its business; or

(xi) Cessation of Operations. Any cessation of operations by Trio or Trio admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of Trio’s ability to continue as a “going concern” shall not be an admission that Trio cannot pay its debts as they become due.

(b) Remedies Upon Event of Default. Upon the occurrence and during the continuation of any Event of Default pursuant to this Section 6,

(i) this Note shall become immediately due and payable, in full, all without demand, presentment or notice, all of which hereby are expressly waived, and Trio shall pay to the Holder, in full satisfaction of its obligations hereunder, the then outstanding principal amount of this Note plus all other Outstanding Obligations, together with all costs, including, without limitation, legal fees and expenses, of collection (collectively, the “Balance”), within ten (10) days of the date of the Event of Default (the “Default Payment Deadline”);

(ii) default interest shall begin to accrue at a rate of the lesser of eighteen percent (18%) per annum and the maximum applicable rate of interest provided by law, until the earlier of (i) the date that the Event of Default has been cured or (ii) all of the Outstanding Obligations, including such default interest, have been repaid and/or converted. Holder shall be entitled to exercise all other rights and remedies available at law or in equity; and

(iii) the Holder shall have the right, as long as an Event of Default is existing, to convert the Note at a 20% discount to the lowest daily VWAP during the 10 trading day period prior to the date of conversion.

7. No Recourse Against Others. No director, officer, employee, consultant, advisor, agent or equity holder (in its capacity as such) of Trio or its Affiliates shall have any liability for the performance of any obligations of Trio under this Note or for any claim based on, in respect of, or by reason of such obligations or their creation, except in the event of fraud, gross negligence or willful misconduct. Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of this Note.

8. Governing Law; Jurisdiction; Jury Trial Waiver. This Note, and all actions arising out of or in connection with this Note, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, or, the District Court for the Southern District of New York (and all appellate courts thereof) in any action or proceeding arising out of or relating to this Note, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Note, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 11. Nothing in this Section 8 shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Note or the transactions contemplated hereby.

9. Severability; Usury Laws. Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions hereof. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part hereof a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible. This Note is subject to the express condition that at no time shall Trio be obligated or required to pay interest on the principal balance at a rate which could subject Trio or Holder to either civil or criminal liability as a result of being in excess of the maximum rate which Trio is permitted by law to contract or agree to pay. If by the terms of this Note, Trio is at any time required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate.

10. Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder and each other holder of the Notes (each an “Other Holder” and collectively, the “Other Holders”)) are several and not joint with the obligations of an Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any of the Notes and no Other Holder shall be responsible in any way for the performance of the obligations of the Holder under this Note. Nothing contained herein, and no action taken by the Holder or any other Holder pursuant hereto or thereto, shall be deemed to constitute the Holder or any Other Holder as, and the Company acknowledges that the Holder and the Other Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group or entity, and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Notes. The decision of the Holder and each Other Holder to purchase Notes has been made by the Holder and each of the Other Holders independently of each other. The Holder and each other Holder acknowledges that it has not acted as agent for any Other Holder in connection with making its investment and that none of them will be acting as agent of any Other Holder in connection with monitoring an Other Holder’s investment in the Notes or enforcing its rights under the Notes. The Company, the Holder, and each Other Holder confirms that each of them has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. The Holder and each Other Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Note, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

11. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

12. Amendments; Waivers. The Notes, including this Note, may be amended, modified, or supplemented, and waivers or consents to departures from the provisions of the Notes may be given, if Trio and holders of a Majority-in-Interest of the Notes, consent to the amendment; provided, however, that no term of this Note may be amended or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without the written consent of the Holder and neither the principal balance of the Note nor any interest rate of the Note, as applicable, may be amended or modified without the consent of the Holder. Such consent may not be effected orally, but only by a signed statement in writing. Any such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and upon Trio, whether or not this Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. No consideration (including any modification of this Note or any other document entered into in connection with this Note (each a “Transaction Document”)) shall be offered or paid to the Holder or any other Holder to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to the Holder and all Other Holders. For clarification purposes, this provision constitutes a separate right granted to the Holder and each Other Holder by the Company and negotiated separately by each of them, and is intended for the Company to treat the Holder and the Other Holders as a class and shall not in any way be construed as their acting in concert or as a group with respect to the purchase, disposition or voting of securities or otherwise.

13. Pari Passu Treatment of the Notes. Each of the Notes, including this Note, shall rank equally without preference or priority of any kind over one another, and, except with respect to a prepayment request by any holder of the Notes, including the Holder of this Note, as provided in Section 1(c) hereof, all amounts payable on account of principal and interest, if any, on the Notes shall be paid and applied ratably and proportionately on the principal balances of all outstanding Notes on the basis of their original principal amount.

14. Successors and Assigns. This Note and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. No party may assign this Note, in whole or in part, without the prior written consent of the other parties hereto, and any purported assignment without such consent will be null and void ab initio; provided, however, that this Note and/or the rights contained herein may be assigned without the Company’s consent by the Holder to any other entity who controls, is controlled by or is under common control with the Holder.

15. Entire Agreement. This Note contains the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether written or oral, relating to such subject matter in any way.

16. No Third Party Beneficiaries. This Note is for the sole benefit of the parties and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give any person, other than the parties and such successors and permitted assigns, any legal or equitable rights hereunder.

17. Interpretation. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular section or other subdivision of this Note; (iv) the term “or” means “and/or”; (v) the term “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (vi) the term “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). References in this Note to “dollars”, “Dollars” or “$” are to U.S. dollars. The parties have participated jointly in the negotiation and drafting of this Note. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Note.

18. Further Assurances. From time to time at the request of Trio, on the one hand, or Holder, on the other hand, and without any additional consideration from one to the other, Trio, on the one hand, or Holder, on the other hand, as applicable, agrees to furnish to the other such further information or assurances, execute and deliver such additional documents, instruments, certificates and conveyances, and take all such other actions and do such other things, as may be necessary or appropriate in the reasonable opinion of such requesting party to carry out the provisions of this Note and to give effect to the transactions contemplated hereby.

19. Counterparts; Facsimile. This Note may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Certain Definitions. In addition to the terms defined within this Note, the following definitions shall be applicable to terms used in this Note:

(a) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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

(c) “Commission” means the United States Securities and Exchange Commission.

(d) “Common Stock Equivalents” means any securities of Trio which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

(f) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Trio, (b) securities upon the exercise or exchange of or conversion of (i) any Securities issued hereunder and/or (ii) other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issuance Date (without regard to any vesting requirements), provided that such securities have not been amended since the Original Issuance Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or the contemplated holding company merger) or to extend the term of such securities, (c) securities issued to contractors or vendors in the ordinary course of business for services, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and approved by a majority of the disinterested directors of the Company and; provided further that the Company will not issue more than 250,000 shares of Common Stock, without the approval of a Majority-in-interest of the Notes, or (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

(g) “Majority-in-Interest of the Notes” means holders of the Notes holding, in the aggregate, a majority of the outstanding principal amount of the Notes on the applicable date of such determination.

(h) “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of Trio and its subsidiaries taken as a whole, or on the transactions contemplated hereby, or on the authority or ability of the Company to perform its obligations under this Note.

(i) “Registration Statement” shall mean any registration statement filed with the Commission under the Securities Act that covers including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.

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

(k) “Principal Exchange” means the NYSE American LLC or such other national securities exchange on which the Common Stock is then listed.

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

(m) “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the Principal Exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Principal Exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York, N.Y. time) to 4:00 p.m. (New York, N.Y. time), or such time as published by the Principal Exchange), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume weighted average sales price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported in the “Pink Open Market” or successor operated by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent broker-dealer selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

{Signature page follows}

IN WITNESS WHEREOF, the undersigned have caused this Unsecured Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

[Signature Page to Trio Petroleum Corp Note]

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2025, between Trio Petroleum Corp, a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).

This Agreement is made pursuant to the terms of a series of Unsecured Convertible Notes, dated as of the date hereof, between the Company, the Purchaser and the holders of each of the other Unsecured Convertible Notes (the “Notes”).

The Company and the Purchaser hereby agree as follows:

1.1. “Advice” shall have the meaning set forth in Section 7.2.

1.2. “Effectiveness Period” shall have the meaning set forth in Section 2.1.

1.3. “Filing Date” means, with respect to the Initial Registration Statement required hereunder within twenty (20) Trading Days after the completion of funding of the Funding Amount under the Notes and, with respect to any additional Registration Statements which may be required pursuant to Section 2.3 or Section 3.3, the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

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

1.5. “Indemnified Party” shall have the meaning set forth in Section 5.3.

1.6. “Indemnifying Party” shall have the meaning set forth in Section 5.3.

1.7. “Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

1.8. “Losses” shall have the meaning set forth in Section 5.1.

1.9. “Plan of Distribution” shall have the meaning set forth in Section 2.1.

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

1.11. “Registrable Securities” means, as of any date of determination, (a) all shares of Common Stock issued upon conversion of the Notes and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been fully disposed of by a Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously fully sold in accordance with Rule 144, or (c) such securities become eligible for resale and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (if such requirement is applicable) as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).

1.12. “Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2.1 and any additional registration statements contemplated by Section 2.3 or Section 3.3, including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

1.13. “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

1.14. “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

1.15. “Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3.1.

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

2.1. On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 and notify each Holder of the filing of the same. Each Registration Statement filed hereunder shall be on Form S-3 (or Form S-1 to the extent the Company is not eligible to use such registration statement form, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) a “Plan of Distribution” and “Selling Stockholders” section in forms customary for such Registration Statement; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to have the Initial Registration Statement declared effective, within sixty (60) days after the Filing Date of the Initial Registration Statement (“Effective Date”) and shall use its commercially reasonable efforts to keep any Registration Statement filed pursuant to this Agreement and declared effective under the Securities Act continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 4:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.

2.2. Notwithstanding the registration obligations set forth in Section 2.1, if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and promptly file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2.4; with respect to filing on Form S-1 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

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

2.3.1. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

2.3.2. Second, the Company shall reduce Registrable Securities to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders.

In the event of a cutback hereunder, the Company shall give a Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

2.4. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

2.5. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

2.6. If (i) the Initial Registration Statement is not filed on or prior to its Filing Date or the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3.1 herein, or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act within five (5) Trading Days of the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement shall not be “reviewed” or shall not be subject to further review, or (iii) prior to the Effective Date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within fourteen (14) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the Effective Date, or (v) after the Effective Date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities required to be included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fourteen (14) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Funding Amount paid by such Holder pursuant to the Note. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company shall pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

3.1. Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form customarily used by and provided by the Company (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives such questionnaire and draft materials in accordance with this Section.

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

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

3.4. Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company and the Company agrees that the Holders shall not have any duty of confidentiality to the Company and shall not have any duty to the Company not to trade on the basis of such information.

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

3.6. Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

3.7. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3.4 with reasonable cause.

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

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

3.10. Upon the occurrence of any event contemplated by Section 3.4, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3.4 above to suspend the use of any Prospectus with reasonable cause until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

3.11. Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

3.12. The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

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

5.1. Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3.4(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 7.2. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 7.6.

5.2. Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

5.3. Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

5.4. Contribution. If the indemnification under Section 5.1 or 5.2 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

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

With a view to making available to the Holder the benefits of Rule 144 (or its successor rule), the Company agrees to:

(a) use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (i) six (6) months after such date as all of the Registrable Securities may be sold without restriction by the Holders thereof pursuant to Rule 144 or any other rule of similar effect, or (ii) such date as all of the Registrable Securities shall have been resold;

(b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Notes) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

(c) furnish to the Holder (so long as the Holder owns Registrable Securities), promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Holder to sell such Registrable Securities pursuant to Rule 144 without registration; and

(d) take such additional action as is reasonably requested by the Holder to enable the Holder to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Holder and otherwise fully cooperate with the Holder and any broker of a Holder to effect such sale of Securities pursuant to Rule 144.

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

7.2. Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.4(iii) through (vi) with reasonable cause, such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall ensure that the use of the Prospectus may be resumed as promptly as is practicable.

7.3. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security); provided that no such amendment, action or omission that adversely affects, alters or changes the interests of any Holder in a manner disproportionate to the other Holders shall be effective against such Holder without the prior written consent of such Holder. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 7.3. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

7.4. Piggyback Registration Rights of Others. Each of the Holders agrees that the Company shall be permitted to include shares of Common Stock held by others for registration in any Registration Statement; provided, however, in the event that the Company is not able to register all shares of Common Stock for resale under a Registration Statement, the shares of Common Stock held by others shall be cutback first before cutbacks are made to any of the Registrable Securities.

7.5. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Notes.

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

7.7. No Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

7.8. 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 e-mail delivery of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), 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 “.pdf” signature page were an original thereof.

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

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

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

7.12. 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.

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

[TPET Registration Rights Agreement Signature Pages Follow]

[TPET Registration Rights Agreement – Company Signature Page]

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

[TPET Registration Rights Agreement – Holder Signature Page]