8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2012 (July 31, 2012)

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

Nevada	001-34945	98-0430762
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	file number)	Identification No.)

1200 17th Street, Suite 2600, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 260-7125

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Note Purchase Agreement

On July 31, 2012, pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) between Triangle Petroleum Corporation (the “Company”) and NGP Triangle Holdings, LLC (the “Purchaser”), the Company sold to the Purchaser convertible promissory notes with an initial principal amount of $120,000,000 (the “Convertible Notes”), which is also the purchase price for the Convertible Notes. Pursuant to the Note Purchase Agreement, the Company also entered into an Investment Agreement and a Registration Rights Agreement with the Purchaser.

Convertible Notes

The Convertible Notes are convertible into shares (the “Conversion Shares”) of common stock, par value $0.00001 per share, of the Company (“Common Stock”) at an initial conversion price of $8.00 per share in accordance with the terms and conditions of the Convertible Notes. The Convertible Notes accrue interest at a rate of 5.0% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes. Such interest payments will be paid-in-kind by adding to the principal balance of the Convertible Notes; provided that, following the 5th anniversary of closing, the Company has the option to make such interest payments in cash.

According to the terms of the Convertible Notes, the Convertible Notes are not convertible prior to the first annual meeting of the Company’s stockholders to occur after the issuance of the Convertible Notes. Following such annual meeting, per NYSE MKT LLC (“NYSE MKT”) rules, the Convertible Notes may convert into no more than 19.9% of the Company’s outstanding shares of Common Stock as of the date of issuance of the Convertible Notes, or approximately 8.8 million shares of Common Stock, unless the stockholders of the Company approve the full convertibility of the Convertible Notes. If the Convertible Notes are converted prior to the stockholders approving full convertibility of the Convertible Notes, then in addition to approximately 8.8 million shares of Common Stock, the holder will receive cash in an amount equal to the value of the additional shares of Common Stock into which the Convertible Notes would have converted but for NYSE MKT’s limitation on conversion.

The Convertible Notes do not have a stated maturity. Following the fifth anniversary of the closing, if the price of Common Stock exceeds $11.00 per share and certain trading volume requirements are met, the Company can elect to redeem all (but not less than all) of the Convertible Notes at a price equal to the outstanding principal amount plus accrued and unpaid interest, payable, at the Company’s option, in cash or Common Stock. Following the eighth anniversary of the closing, the Company can elect to redeem all (but not less than all) of the Convertible Notes at a price equal to the principal plus accrued and unpaid interest, payable in cash. Further, following either the tenth anniversary of the closing or a change of control of the Company, the holders of the Convertible Notes will have the right to require the Company to redeem the Convertible Notes at a price equal to the principal amount plus accrued and unpaid interest, with an additional make-whole payment for scheduled interest payments remaining if such right is exercised prior to the fifth anniversary of closing.

If at any time while the Convertible Notes remain outstanding the Company does not have a sufficient number of authorized, unissued and unreserved shares of Common Stock to cover the full conversion of the Convertible Notes, then the interest rate on the Convertible Notes will increase to 11% until the Company’s stockholders approve an increase in the number of authorized shares of Common Stock sufficient to cover full conversion of the Convertible Notes.

So long as not less than 50% of the initial aggregate principal amount of the Convertible Notes are outstanding and held by the Purchaser, the Company has agreed to obtain the prior written consent of the Purchaser before submitting any resolution or matter to a vote of the holders of Common Stock for approval or to require the approval of such holders of Common Stock as would be required to approve such resolution or matter if all then-outstanding Convertible Notes held by the Purchaser had been converted into Conversion Shares immediately prior to the record date for such meeting of stockholders and the Purchaser had voted all of such Conversion Shares against such resolution or matter. The foregoing will not apply to stockholder-initiated proposals required to be submitted to the stockholders of the Company by federal law or pursuant to the bylaws of the Company or to proposals regarding the election or removal of directors of the Company, the ratification of the appointment of an independent auditors, matters required to comply with terms of the Convertible Notes or advisory votes required to be submitted to the stockholders of the Company by federal law.

The Convertible Notes include customary events of default (each an “Event of Default”), including, among other things, payment defaults, covenant breaches, insolvency, certain events of bankruptcy, liquidation and material judgments. If any such Event of Default occurs, the Company must pay interest on the principal amount and any other amounts then past due from time to time outstanding under each Convertible Note at a default interest rate of 11%.

The Convertible Notes contain transfer restrictions prohibiting the Purchaser from transferring the Convertible Notes to any transferee other than an affiliate of the Purchaser without the prior written consent of the Company (which consent shall not be unreasonably withheld following the 5th anniversary of the closing).

Investment Agreement

In connection with the issuance and sale of the Convertible Notes, the Company also entered into an investment agreement by and among the Company, the Purchaser and NGP Natural Resources X, L.P. (the “Parent”).

Pursuant to the Investment Agreement, the Purchaser is entitled to designate one director to the Board of Directors of the Company (the “Board”) until such time as (1) the Purchaser ceases to hold at least the lesser of 50% of the shares of Common Stock that would be issuable to the Purchaser upon conversion of the Convertible Notes at the closing and 10% of the then-outstanding shares of Common Stock or (2) the Purchaser is in material breach of its standstill obligations or anti-hedging covenant as described below (each, a “Termination Event”).

The Investment Agreement grants the Purchaser the right to purchase its pro rata share on an as-converted basis of any future equity offerings by the Company until such time as a Termination Event occurs. Such rights are subject to customary exclusions such as securities offered in connection with employee benefits plans, business combinations, pro-rata distributions, and stockholder rights plans.

The Investment Agreement further provides that, for so long as at least 50% of the Convertible Notes originally issued are outstanding and held by the Purchaser, the Company shall not take certain actions without the prior written consent of Purchaser, as follows:

· enter into affiliate transactions, subject to certain exceptions;

· effect any amendment, modification or restatement of Company’s articles of incorporation or bylaws in any manner that could reasonably be expected to be materially adverse to the Purchaser;

· make any dividend or distribution in respect of, or redeem or repurchase any, equity securities of the Company;

· issue any equity securities that are senior to the Common Stock or any debt securities that are convertible into equity securities that are senior to the Common Stock;

· incur any indebtedness (other than pursuant to the Company’s senior credit facility or the terms of the Convertible Notes) unless the Consolidated Leverage Ratio (as defined in the Investment Agreement) does not exceed 5.0 to 1.0 and no Event of Default would result.

The Parent and Purchaser are subject to certain customary “standstill” provisions that limit the Purchaser’s ability to acquire additional shares of Common Stock, solicit proxies or take certain other actions towards influencing or controlling the Company. The standstill provisions of the Investment Agreement survive until the later to occur of (1) the third anniversary of the closing and (2) such time as the Purchaser ceases to own at least 10% of the Company’s outstanding Common Stock (assuming full conversion of all outstanding Convertible Notes).

The Purchaser also covenants that, for so long as the Purchaser owns any Convertible Notes or Conversion Shares, the Purchaser shall not enter into any hedging transactions.

Registration Rights Agreement

In connection with the issuance and sale of the Convertible Notes, the Company also entered into a registration rights agreement with the Purchaser (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Purchaser is entitled to certain demand registration rights and unlimited piggyback registration rights under the Securities Act of 1933, as amended, for the shares of Common Stock into which the Convertible Notes are convertible.

The foregoing summaries of the Note Purchase Agreement, the Convertible Notes, the Investment Agreement and the Registration Rights Agreement are not a complete description of all of the terms of such agreements and are qualified in their entirety by reference to copies of such agreements filed as Exhibits 10.1, 4.1, 4.2 and 4.3 hereto, respectively, which are incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off−Balance Sheet Arrangement of a Registrant.

See “Convertible Notes” under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On July 31, 2012, the Company completed a private placement of the Convertible Notes in an aggregate principal amount of $120,000,000 to the Purchaser. See “Convertible Notes” under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.02. The offer and sale was made without registration under the Securities Act in reliance on the exemptions provided by Section 4(2) of the Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Investment Agreement, the Company’s Board of Directors was increased from five to six directors and Roy A. Aneed, a principal at the Purchaser, has been appointed to fill the newly created vacancy effective as of July 31, 2012. The Board of Directors has also determined that Mr. Aneed meets the independence requirements under the NYSE MKT rules. See “Investment Agreement” under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 5.02, for a description of the Purchaser’s director designation rights under the Investment Agreement.

Item 7.01. Regulation FD Disclosure.

On July 31, 2012, the Company issued a press release (i) announcing the purchase of the Convertible Notes by the Purchaser, (ii) announcing a revised capital expenditure program, and (iii) providing an operational update covering operated well results and RockPile Energy Services. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.	Description
4.1	5% Convertible Promissory Note, dated July 31, 2012.
4.2	Investment Agreement among the Company, the Purchaser and the Parent, dated July 31, 2012.
4.3	Registration Rights Agreement between the Company and the Purchaser, dated July 31, 2012.
10.1	Note Purchase Agreement between the Company and the Purchaser, dated July 31, 2012.
99.1	Press Release dated July 31, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2012	TRIANGLE PETROLEUM CORPORATION
	By:	/s/ Jonathan Samuels
		Jonathan Samuels
		President and Chief Executive Officer

Index to Exhibits

Exhibit
No.	Description
4.1 *	5% Convertible Promissory Note, dated July 31, 2012.
4.2 *	Investment Agreement among the Company, the Purchaser and the Parent, dated July 31, 2012.
4.3 *	Registration Rights Agreement between the Company and the Purchaser, dated July 31, 2012.
10.1 *	Note Purchase Agreement between the Company and the Purchaser, dated July 31, 2012.
99.1 *	Press Release dated July 31, 2012.

* Filed herewith.

EX-4.1

EXHIBIT 4.1

TRIANGLE PETROLEUM CORPORATION

5.0% CONVERTIBLE PROMISSORY NOTE

$120,000,000 July 31, 2012

THIS 5.0% CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER DESCRIBED HEREIN.

THE NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE ORIGINAL ISSUANCE DATE, A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOAN BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY.

TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), for value received, hereby promises to pay to the order of NGP TRIANGLE HOLDINGS, LLC (the “Investor”), whose address is 125 East John Carpenter Fwy., Suite 600, Irving, Texas 75062, at said address or such other addresses as may be designated in writing by Investor from time to time, or Investor’s permitted assigns (the Investor to the extent it remains a holder of all or any portion of this Note and any permitted assigns shall be referred to herein as “Holders”), the principal amount of ONE HUNDRED TWENTY MILLION and No/100 Dollars ($120,000,000) or such other amount as may be outstanding hereunder, together with all accrued and unpaid interest thereon (including all accrued interest that is capitalized and added to the principal amount of this Note pursuant to Section 2) in accordance with the terms and conditions of this Note. This Note is being issued by the Company pursuant to that certain Note Purchase Agreement entered into contemporaneously herewith by and between the Company and the Investor (the “Purchase Agreement”).

This Note may be transferred in whole or in part only in accordance with Section 16. This Note, any portion hereof that is retained by the Holder hereof and any portions of this Note that are transferred in part to a new Holder shall be referred to herein as the “Notes”. The Notes shall be evidenced by one or more certificates registered in the name of the Holder thereof, a copy of which shall be maintained in the corporate offices of the Company. Certificates for the Notes shall be signed by an Officer for the Company, and countersigned by a duly authorized representative of the Holder, by manual signature. The Notes shall rank equally and ratably and shall be treated as a single class of notes. The Holders agree that, except as expressly provided otherwise herein, any payments or prepayments to any Holder, whether principal, interest or otherwise, shall be made pro rata among the Holders based on the aggregate unpaid principal amount of the Notes.

The following is a statement of rights of the Holder of the Notes and the conditions to which the Notes are subject, to which the Holder thereof, by the acceptance of the Notes, assents:

1.          Definitions.

“Additional Reserved Shares” shall have the meaning specified in Section 3(c).

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, however, that “Affiliate” shall not be deemed to include any Portfolio Company.

“Base Rate” shall have the meaning specified in Section 2(a).

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of such board of directors.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any day on which banking institutions in the State of Texas are authorized or required by law or governmental action to close.

“Common Stock” means the common stock, par value $0.00001 per share, of the Company or such other Equity Securities into which such common stock is converted, reclassified or changed from time to time pursuant to Section 8.

“Common Stock Cap Limitation” shall have the meaning specified in Section 3(b).

“Company” shall have the meaning specified in the first introductory paragraph to this Note.

“Conversion Effective Date” shall have the meaning specified in Section 3(a).

“Conversion Price” shall have the meaning specified in Section 3(a).

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“Conversion Shares” shall have the meaning specified in Section 3(a).

“Converted Balance” shall have the meaning specified in Section 3(a).

“Default Interest Rate” means a rate of interest equal to 11% per annum, compounded quarterly.

“Demand Repayment Amount” means, in respect of a payment required to be made by the Company to a Holder pursuant to Section 6 as of a particular payment date in respect of a specific Note or Notes, an amount in cash equal to the sum of (i) the Outstanding Balance as of the applicable payment date on such Note or Notes, and (ii) if such applicable payment date occurs prior to the fifth anniversary of the Original Issuance Date, an additional amount equal to the present value of all interest that would have accrued on such Note or Notes (and assuming any such interest was payable solely in cash) between such payment date and the fifth anniversary of the Original Issuance Date using an annual discount rate of 2.5% (prorated for partial periods).

“Demand Repayment Notice” shall have the meaning specified in Section 6(a).

“Early Redemption Conditions” shall have the meaning specified in Section 4(a).

“Early Redemption Date” shall have the meaning specified in Section 4(a).

“Early Redemption Notice” shall have the meaning specified in Section 4(a).

“Early Redemption Price” shall have the meaning specified in Section 4(a).

“Equity Securities” means, with respect to a Person, any shares, interests, participation or other equivalents (however designated) of corporate stock (including any options, warrants or other rights to acquire corporate stock but excluding any debt securities convertible or exchangeable into corporate stock).

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

“Event of Default” shall have the meaning specified in Section 11.

“Ex-Date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Expiration Date” shall have the meaning specified in Section 7(e).

“Fundamental Change” shall be deemed to have occurred when any of the following has occurred:

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(a)          the consummation of any transaction (other than any transaction described in clause (b) below, whether or not the proviso therein applies) the result of which is that any “person” or “group” becomes the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Equity Securities of the Company that is at the time entitled to vote by the holder thereof in the election of the Board of Directors (or comparable body); or

(b)          the consummation of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock is converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property; or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any person or group other than any of the Company’s Subsidiaries; provided, however, that none of the transactions described in clauses (i), (ii) or (iii) shall constitute a Fundamental Change if the holders of more than 50% of the Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of the common equity of the continuing or surviving or transferee entity or any direct or indirect parent thereof immediately after the consummation of such transaction; or

(c)          the adoption of a plan relating to the Company’s liquidation or dissolution; or

(d)          the Common Stock ceases to be listed or quoted on any of The New York Stock Exchange, NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or any other National Securities Exchange or automated quotation system (or any of their respective successors).

“Fundamental Change Company Notice” shall have the meaning specified in Section 6(b).

“Fundamental Change Holder Notice” shall have the meaning specified in Section 6(b).

“Fundamental Change Repurchase Date” shall have the meaning specified in Section 6(b).

“GAAP” means generally accepted accounting principles in the United States of America as of the date of the applicable calculation being made pursuant to the terms of this Note.

“Hedging Arrangements” means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price).

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“Holders” shall have the meaning specified in the first introductory paragraph of this Note.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means, with respect to any Person, any indebtedness of that Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers acceptances if and to the extent any of the foregoing indebtedness (other than letters of credit) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a lien on any assets of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the guarantee by such Person of any Indebtedness of any other Person; provided, however, that Indebtedness shall not include (i) any intercompany Indebtedness or (ii) any trade payables.

“Investment Agreement” means the Investment Agreement dated as of the date hereof by and among the Company, the Investor and NGP Natural Resources X, L.P.

“Investor” shall have the meaning specified in the first introductory paragraph of this Note.

“National Securities Exchange” means a securities exchange registered as a “national securities exchange” under Section 6 of the Exchange Act.

“Note” shall have the meaning specified in the legend of this Note.

“Notes” shall have the meaning specified in the third introductory paragraph of this Note.

“Notice of Conversion” shall have the meaning specified in Section 3(a).

“NYSE MKT” means NYSE MKT LLC.

“Officer” means the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice President of the Company.

“Original Issuance Date” shall have the meaning specified in Section 2(a).

“Outstanding Balance” means, as of any date in respect of a Note, an amount equal to the unpaid principal amount of such Note, together with any accrued and unpaid interest hereon, including all accrued interest that is capitalized and added to the principal amount of such Note and including all accrued interest from the most recent Payment Date.

“Payment Date” shall have the meaning specified in Section 2(a).

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“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof or other entity.

“Portfolio Company” means any portfolio company in which the Investor or any of its investment fund Affiliates have made a debt or equity investment.

“Proposal” shall have the meaning given such term in the Purchase Agreement.

“Purchase Agreement” shall have the meaning specified in the first introductory paragraph of this Note.

“Redemption Date” shall have the meaning specified in Section 5(a).

“Redemption Notice” shall have the meaning specified in Section 5(a).

“Redemption Price” shall have the meaning specified in Section 5(a).

“Reference Property” shall have the meaning specified in Section 8.

“Reserved Shares” shall have the meaning specified in Section 3(c).

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

“Spin-Off” shall have the meaning specified in Section 7(c).

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Threshold Closing Price” shall have the meaning specified in Section 4(a).

“Trading Day” means with respect to the Common Stock a day on which the Common Stock is traded on the Trading Market and with respect to any other security a day on which such security trades on the principle trading market for such security.

“Trading Market” means NYSE MKT or such other National Securities Exchange on which the Common Stock is listed and serves as the principle trading market by volume for the Common Stock.

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“Transfer” means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly.

“VWAP” means, as of a specified date and in respect of a specified security, the volume weighted average price for such security on the Trading Market with respect to the Common Stock or the principle trading market for such other security for the five (5) Trading Days immediately preceding, but excluding, such date.

2.          Interest.

(a)          The unpaid principal amount of this Note (including amounts capitalized pursuant to this Section 2) shall bear interest at a base rate of interest equal to 5.0% per annum (the “Base Rate”), compounded quarterly on each Payment Date (as defined below), until converted or repaid in full. The Company shall make payment of all accrued interest by capitalizing and adding such accrued interest to the principal amount of this Note on each Payment Date; provided, however that from and after the Payment Date commencing September 30, 2017, the Company shall have the option to make payment of interest by capitalizing and adding such accrued interest to the principal amount of this Note on each Payment Date or by payment of cash in the form of immediately available United States dollars on the applicable Payment Date (or if such Payment Date is not a Business Day, on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay) to the Holder of this Note. The Company shall not be required to issue new notes to reflect the addition of accrued interest that is capitalized. Interest shall be paid quarterly in arrears on March 31, June 30, September 30 and December 31 (each, a “Payment Date”), beginning on September 30, 2012. Interest on this Note will accrue from July 31, 2012 (the “Original Issuance Date”) or, if later, the most recent Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(b)          Notwithstanding the foregoing, except as otherwise provided in Section 3(c), in the event and for so long as the Company does not have sufficient authorized, unissued and unreserved shares of Common Stock to issue all of the Conversion Shares that would otherwise be issuable upon full conversion of the Notes based on the Outstanding Balance at such time (disregarding for such purpose, the Common Stock Cap Limitation) if the Notes were converted in full at any time, the Base Rate shall be increased to 11% per annum; provided, however, that if the Company has sufficient Reserved Shares but does not have sufficient Additional Reserved Shares as the result of and immediately following an underwritten offering of Common Stock, then the Base Rate shall not be increased pursuant to this Section 2(b) unless and until such failure continues past the 90^th day following the completion of such offering.

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3.          Conversion.

(a)          Subject to Section 3(b), the Holder may elect to convert, at any time or from time to time after the First Stockholders Meeting (as defined in the Purchase Agreement), all or any part of the Outstanding Balance of this Note into shares of Common Stock by (i) delivering written notice (“Notice of Conversion”) to the Company setting forth (A) the portion of the Outstanding Balance that the Holder desires to convert into shares of Common Stock (the “Converted Balance”), (B) if all or a portion of the Converted Balance is expected to convert into cash, wire transfer instructions for the payment of such cash, (C) if the Holder delivers the Notice of Conversion following the delivery of the Early Redemption Notice and prior to the relevant Early Redemption Date or following the delivery of the Redemption Notice and prior to the relevant Redemption Date, whether the Holder requests such Early Redemption Date or such Redemption Date extended because the Holder is required to file a notification under the HSR Act or obtain any other governmental approval in order to consummate the conversion contemplated by such Notice of Conversion and (D) to the extent any Conversion Shares (as defined below) are to be issued in a name other than the Holder’s name, the names and addresses of such Persons and the number of shares issuable in respect of each such Person and (ii) surrendering to the Company for cancellation the certificate representing this Note. For the purposes of this Section 3(a), conversion shall be deemed to occur on the date that the Company receives both the Notice of Conversion and the certificate representing this Note from the Holder, unless such Holder specifies a later date in which case the conversion shall be deemed to occur on such later date (such date on which the conversion is deemed to occur, the “Conversion Effective Date”). The Converted Balance of this Note shall be deemed to have been converted at the close of business on the Conversion Effective Date and the Person or Persons in whose name any Conversion Shares shall be issuable upon such conversion shall become the holders of record of such shares as of the close of business on the Conversion Effective Date. The number of shares of Common Stock into which the Converted Balance is convertible pursuant to this Section 3 (the “Conversion Shares”) shall be determined by dividing (i) the Converted Balance by (ii) $8.00 (the “Conversion Price,” which shall be subject to adjustment as provided herein). The Company shall, as soon as practicable, but in no event later than three (3) Business Days after the Conversion Effective Date, issue and deliver to the Holder (or such other Person as is designated in the Notice of Conversion) a certificate or certificates, or at the option of the Company, shall instruct the transfer agent to issue uncertificated shares, for the number of Conversion Shares to which the Holder (or such other Person) is entitled upon conversion of the Converted Balance. Any issue of stock certificates upon conversion of this Note shall be made without charge to the converting Holder for any taxes or duties in respect of the issue thereof. The Company shall not, however, be required to pay any such tax or duty which may be payable in respect of any transfer involving the issue and delivery of stock in any name other than that of the Holder of this Note, and the Company shall not be required to issue or deliver any such stock unless and until the Holder shall have paid to the Company the amount of such tax or duty or shall have established to the satisfaction of the Company that such tax has been paid. If as a result of the Common Stock Cap Limitation (as defined below) less than all of the Converted Balance is converted into shares of Common Stock, concurrently with the issuance of Conversion Shares in connection with the conversion, the Company shall deliver to the Holder, at the Company’s option, either: (i) immediately available United States dollars in an amount equal to the product obtained by multiplying (A) the number of Conversion Shares that would have otherwise been issued pursuant to this Section 3(a) but were not so issued as a result of the Common Stock Cap Limitation by (B) the VWAP of the Common Stock as of the Conversion Effective Date, or (ii) a senior promissory note reasonably satisfactory to the Holder meeting the requirements set forth in Annex A hereto with a principal amount equal to the amount of United States dollars that the Company would have otherwise been required to deliver pursuant to clause (i) of this sentence. If the Outstanding Balance is greater than the Converted Balance at the time of conversion, concurrently with the issuance of Conversion Shares in connection with the conversion, the Company shall execute and deliver to the Holder a new certificate representing a Note with a principal amount equal to the amount by which the Outstanding Balance as of the Conversion Effective Date exceeds the Converted Balance.

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(b)          Notwithstanding anything herein to the contrary, the number of shares of Common Stock that may be issued pursuant to this Section 3 shall not exceed 8,814,685 shares of Common Stock (as shall be appropriately adjusted for stock splits, stock dividends or other similar transactions described in Section 7 and Section 8) (the “Common Stock Cap Limitation”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with the applicable rules of the Trading Market. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing to the Holder the number of shares of Common Stock then outstanding.

(c)          The Company has reserved, solely for the purpose of providing for conversion of the Notes, 15,000,000 shares (as shall be appropriately adjusted for stock splits, stock dividends or other similar transactions) of Common Stock (the “Reserved Shares”) out of its authorized but unissued shares of Common Stock, and such shares of Common Stock shall be used for no purpose other than providing for conversion of the Notes. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for conversion of the Notes, such additional number of shares of Common Stock (the “Additional Reserved Shares”) as is sufficient to permit full conversion of the Notes (without taking into account the Common Stock Cap Limitation). If at any time while the Notes remain outstanding, the Company is not in compliance with its obligations set forth in the immediately preceding sentence, it shall, in accordance with applicable law and its organizational documents, use commercially reasonable efforts to convene a meeting of its stockholders to consider and vote upon an increase in the number of shares of authorized Common Stock sufficient to cause the Company to be in compliance with its obligations set forth in the immediately preceding sentence; provided, however, that the Company shall not be required to convene more than an aggregate of three meetings of its stockholders to consider and vote upon any particular increase in the number of shares of authorized Common Stock. The Holder agrees that it and its Affiliates will grant, and that it will use its reasonable best efforts to cause any other Person that would otherwise be an Affiliate but for the fact that such Person is a Portfolio Company to grant, their respective written consent or vote any shares of Common Stock owned by them, as applicable, in favor of any such increase in the number of shares of authorized Common Stock. If the Holder fails to comply with the foregoing covenant in this Note, then the Company shall be deemed to be in compliance with the second sentence of this Section 3(c) even if the stockholders do not approve such increase and shall not be required to pay the additional interest under Section 2(b).

(d)          Any shares of Common Stock issued upon conversion of the Convertible Note will be listed for trading on the Trading Market.

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4.          Early Redemption.

(a)          At any time following the fifth anniversary of the Original Issuance Date, the Company shall have the option to redeem all of the outstanding Notes in full (but not in part) at a price (the “Early Redemption Price”) equal to the Outstanding Balance as of the Early Redemption Date (as defined below) by delivering prior written notice to each of the Holders of the Notes of such redemption (the “Early Redemption Notice”) if but only if as of the date of delivery of the Early Redemption Notice to each of the Holders each of the Early Redemption Conditions (as defined below) is satisfied. The Early Redemption Notice shall (i) state that the election to redeem the Notes is an irrevocable obligation of the Company, (ii) specify the date of such redemption, which shall be a Business Day not less than 30 days nor more than 60 days following delivery of the Early Redemption Notice to the Holders (the “Early Redemption Date”), (iii) provide the calculation used by the Company to determine that the Early Redemption Conditions have been satisfied, and (iv) specify whether the Early Redemption Price shall be paid in cash or Common Stock. Following delivery of an Early Redemption Notice and provided the Holders have not elected to convert their respective Notes into shares of Common Stock pursuant to Section 3, the Company shall be obligated to redeem all of the outstanding Notes in accordance with the terms of this Section 4 on the Early Redemption Date. For purposes of this Section 4, the “Early Redemption Conditions” shall be deemed to have been satisfied on any day if, as of such day: (i) the average trading volume on the Trading Market during the 20 consecutive Trading Days immediately preceding such day exceeds the quotient obtained by dividing (A) the number of shares of Common Stock that would be issuable upon full conversion of all of the outstanding Notes at the Conversion Price on such day (without regard to the Common Stock Cap Limitation) by (B) ten, and (ii) the closing price of the Common Stock on the Trading Market on each of the 20 consecutive Trading Days immediately preceding such day was greater than $11.00, (the “Threshold Closing Price,” which shall be subject to adjustment as provided in Section 7(i)).

(b)          The Company shall have the option to pay the Early Redemption Price in either: (i) cash in the form of immediately available United States dollars or (ii) if permitted by the rules of Trading Market and by applicable law, such number of shares of Common Stock as is obtained by dividing the Early Redemption Price by the Conversion Price in effect on the Early Redemption Date. If the Early Redemption Price is to be paid in cash, on or prior to the Early Redemption Date, the Company will set aside, segregate and hold in trust an amount of money in immediately available funds sufficient to redeem on the Early Redemption Date all of the outstanding Notes at the Early Redemption Price.

(c)          As a condition to payment of the Early Redemption Price to a Holder, such Holder shall deliver (i) the certificates representing the Notes held by such Holder for cancellation and (ii) written instructions specifying (A) if the Early Redemption Price is to be paid in cash, wire transfer instructions for the payment of such cash and (B) if the Early Redemption Price is to be paid in Common Stock, to the extent any such shares are to be issued in a name other than the Holder’s name, the names and addresses of such Persons and the number of shares issuable in respect of each such Person. If the Early Redemption Price is payable in Common Stock, the Person or Persons in whose name any such Common Stock shall be issuable upon such redemption shall become the holders of record of such shares as of the close of business on the Early Redemption Date. The issue of stock shall be made without charge to the Holders for any taxes or duties in respect of the issue thereof. The Company shall not, however, be required to pay any such tax or duty which may be payable in respect of any transfer involving the issue and delivery of stock in any name other than that of the Holder of this Note, and the Company shall not be required to issue or deliver any such stock unless and until the Holder shall have paid to the Company the amount of such tax or duty or shall have established to the satisfaction of the Company that such tax has been paid.

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(d)          Notwithstanding anything herein to the contrary, if following the delivery of the Early Redemption Notice and prior to the Early Redemption Date, a Holder delivers a Notice of Conversion pursuant to Section 3(a) in which it requests an extension in connection with the Holder’s requirement to file a notification under the HSR Act or obtain any other governmental approval in order to consummate the conversion contemplated by such Notice of Conversion, then the Early Redemption Date shall be automatically extended until the earlier of (i) the 180th day following the date of the Notice of Conversion and (ii) the completion of the conversion in the Notice of Conversion and such Conversion Shares are issued and held of record by such Holder (or its designee). In the event the Early Redemption Date is extended pursuant to the immediately preceding sentence, the Company and the Holders agree that they will use their reasonable best efforts to cause any applicable waiting period to expire and any other required governmental approval to be obtained as soon as reasonably practicable.

(e)          Notwithstanding the foregoing, the Company shall not be entitled to redeem the Notes pursuant to this Section 4 or deliver an Early Redemption Notice (i) during the continuance of an Event of Default pursuant to clauses (i), (ii), (iii), (iv), (viii) or (x) of Section 11(a) or (ii) at any time that the Company has not reserved sufficient shares of Common Stock for issuance upon full conversion of the Notes unless, in the case of this clause (ii) of this sentence the Company pays to the Holders in immediately available United States dollars an amount equal to the product obtained by multiplying (A) the number of Conversion Shares that would have otherwise been issued if the Holder had exercised its conversion right immediately prior to the Early Redemption Date but could not be so issued as a result of such failure to have sufficient authorized shares of Common Stock by (B) the VWAP of the Common Stock as of the Early Redemption Date.

5.          Optional Redemption.

(a)          At any time following the eighth anniversary of the Original Issuance Date, the Company shall have the option to redeem all of the outstanding Notes in full (but not in part) at a price (the “Redemption Price”) equal to the Outstanding Balance as of the Redemption Date (as defined below) by delivering prior written notice to the Holders of the Notes of such redemption (the “Redemption Notice”). The Redemption Notice shall (i) state that the election to redeem the Notes is an irrevocable obligation of the Company and (ii) specify the date of such redemption, which shall be a Business Day not less than 30 days nor more than 60 days following delivery of the Redemption Notice to the Holders (the “Redemption Date”). Following delivery of the Redemption Notice and provided the Holders have not elected to convert their respective Notes into shares of Common Stock pursuant to Section 3, the Company shall be obligated to redeem all of the outstanding Notes by delivering cash in the form of immediately available United States dollars in an amount equal to the Redemption Price to the Holders on the Redemption Date.

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(b)          On or prior to the Redemption Date, the Company will set aside, segregate and hold in trust an amount of money in immediately available funds sufficient to redeem on the Redemption Date all of the outstanding Notes at the Redemption Price.

(c)          As a condition to payment of the Redemption Price to a Holder, such Holder shall deliver (i) the certificates representing the Notes held by such Holder for cancellation and (ii) written instructions specifying wire transfer instructions for the payment of the Redemption Price.

(d)          Notwithstanding anything herein to the contrary, if following the delivery of the Redemption Notice and prior to the Redemption Date, a Holder delivers a Notice of Conversion pursuant to Section 3(a) in which it requests an extension in connection with the Holder’s requirement to file a notification under the HSR Act or obtain any other governmental approval in order to consummate the conversion contemplated by such Notice of Conversion, then the Redemption Date shall be automatically extended until the earlier of (i) the 180th day following the date of the Notice of Conversion and (ii) the completion of the conversion in the Notice of Conversion and such Conversion Shares are issued and held of record by such Holder (or its designee). In the event the Redemption Date is extended pursuant to the immediately preceding sentence, the Company and the Holders agree that they will use their reasonable best efforts to cause any applicable waiting period to expire and any other required governmental approval to be obtained as soon as reasonably practicable.

(e)          Notwithstanding the foregoing, the Company shall not be entitled to redeem the Notes pursuant to this Section 5 or deliver a Redemption Notice (i) during the continuance of an Event of Default pursuant to clauses (i), (ii), (iii), (iv), (viii) or (x) of Section 11(a) or (ii) at any time that the Company has not reserved sufficient shares of Common Stock for issuance upon full conversion of the Notes unless, in the case of this clause (ii) of this sentence the Company pays to the Holders in immediately available United States dollars an amount equal to the product obtained by multiplying (A) the number of Conversion Shares that would have otherwise been issued if the Holder had exercised its conversion right immediately prior to the Redemption Date but could not be so issued as a result of such failure to have sufficient authorized shares of Common Stock by (B) the VWAP of the Common Stock as of the Redemption Date.

6.          Demand Repayment.

(a)          At any time following the tenth anniversary of the Original Issuance Date, each Holder shall have the right to require the Company to repurchase all (but not less than all) of the Notes held by such Holder by delivering written notice (a “Demand Repayment Notice”) together with the certificate representing such Note to the Company. The Company shall, as soon as practicable, but in no event later than twenty Business Days after receipt of a Demand Repayment Notice, deliver to the applicable Holder cash in the form of immediately available United States dollars in an amount equal to the Demand Repayment Amount in respect of all Notes covered by such Demand Repayment Notice.

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(b)          If a Fundamental Change occurs at any time prior to conversion, redemption or repayment of all of the outstanding Notes, each Holder shall have the right to require the Company to repurchase all (but not less than all) of the Notes held by such Holder on the Fundamental Change Repurchase Date (as defined below). On or before the tenth Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders a written notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change, (ii) the date of the Fundamental Change, (iii) the Conversion Price and any adjustments to the Conversion Price that shall result from the Fundamental Change and (iv) the Demand Repayment Amount per $1,000 principal amount of the Notes. If a Holder elects to require the Company to repurchase the Notes held by such Holder pursuant to this Section 6(b) in respect of a Fundamental Change, such Holder shall deliver written notice of such election to the Company (a “Fundamental Change Holder Notice”) within 20 Business Days following receipt by such Holder of the Fundamental Change Company Notice, which Fundamental Change Holder Notice shall specify the date on which the Notes held by such Holder shall be repurchased pursuant to this Section 6(b) (the “Fundamental Change Repurchase Date”), which shall be a Business Day not less than ten nor more than 20 Business Days following delivery of the Fundamental Change Holder Notice. Such Holder shall have the right to withdraw such Fundamental Change Holder Notice at any time prior to the Fundamental Change Repurchase Date by delivering written notice of withdrawal to the Company. On the Fundamental Change Repurchase Date with respect to a Holder, the Company shall deliver to such Holder cash in the form of immediately available United States dollars in an amount equal to the Demand Repayment Amount in respect of all Notes covered by such Fundamental Change Holder Notice. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the offer to purchase following a Fundamental Change. To the extent that the provisions of any securities laws or regulations conflict with these provisions, the Company shall comply with applicable securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue of such compliance.

7.          Adjustments.  Subject and pursuant to the provisions of this Section 7, the Conversion Price shall be subject to adjustment from time to time as set forth hereinafter.

(a)          If the Company shall issue shares of Common Stock as a dividend or distribution on shares of Common Stock, or if the Company effects a share split or share combination with respect to its Common Stock, the Conversion Price shall be adjusted based on the following formula:

CP1	=	CP0	×	OS0
				OS1

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where,

CP1    =	the Conversion Price in effect immediately after the close of business on the record date for such dividend or distribution or the effective date of such share split or share combination, as the case may be;
CP0    =	the Conversion Price in effect immediately prior to the close of business on the record date for such dividend or distribution or the effective date of such share split or share combination, as the case may be;
OS0    =	the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution or the effective date of such share split or share combination, as the case may be; and
OS1    =	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination, as the case may be.

Any adjustment made under this clause (a) shall become effective immediately after the open of business on such record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (a) is declared but not so paid or made, the Conversion Price shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(b)          If the Company shall distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of the Common Stock at a price per share less than the VWAP of the Common Stock as of the declaration date for such distribution, the Conversion Price shall be decreased based on the following formula:

CP1	=	CP0	×	OS0 + X
				OS0 + Y

where

CP₁ = the Conversion Price in effect immediately after the close of business on the record date for such distribution;

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CP0 =	the Conversion Price in effect immediately prior to the close of business on the record date for such distribution;
OS0 =	the number of shares of the Common Stock outstanding immediately prior to the close of business on the record date for such distribution;
X    =	the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the VWAP of the Common Stock as of the declaration date for such distribution; and
Y      =	the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants.

Any decrease made under this clause (b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the record date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Price shall be increased to the Conversion Price that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of the Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Price shall be increased to the Conversion Price that would then be in effect if such record date for such distribution had not occurred.

For purposes of this clause (b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price per share less than such VWAP of the Common Stock as of the declaration date for such distribution, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable upon exercise or conversion thereof, the value of such consideration, if other than cash, as reasonably determined by the Board of Directors in good faith.

(c)          If the Company distributes shares of its Equity Securities, evidences of its Indebtedness or other of its securities, assets or property to all or substantially all holders of Common Stock, excluding:

(i)          dividends or distributions as to which adjustment is required to be effected pursuant to clause (a) or (b) above;

(ii)         rights issued to all holders of the Common Stock pursuant to a rights plan, where such rights are not presently exercisable, trade with the Common Stock and the plan provides that the Holders will receive such rights along with any Common Stock received upon conversion of the Notes;

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(iii)        dividends or distributions paid exclusively in cash, as to which an adjustment is required to be effected in clause (d) below; and

(iv)        Spin-Offs described below in this clause (c),

then the Conversion Price shall be decreased based on the following formula:

CP1	=	CP0	×	SP0 – FMV
				SP0

where, 

CP1     =	the Conversion Price in effect immediately after the close of business on the record date for such distribution;
CP0    =	the Conversion Price in effect immediately prior to the close of business on the record date for such distribution;
SP0    =	the VWAP of the Common Stock as of the Ex-Date for such distribution; and
FMV  =	the fair market value (as reasonably determined by the Board of Directors in good faith) of the shares of Equity Securities, evidences of Indebtedness, securities, assets or property distributed with respect to each outstanding share of the Common Stock immediately prior to the close of business on the record date for such distribution.

Any decrease made under the portion of this clause (c) above shall become effective immediately after the close of business on the record date for such distribution. If such distribution is not so paid or made, the Conversion Price shall be increased to be the Conversion Price that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than 25% of “SP₀” (as defined above), in lieu of the foregoing decrease, each Holder may elect to receive at the same time and upon the same terms as holders of shares of Common Stock without having to convert its Notes, the amount and kind of the Equity Securities, evidences of the Company’s Indebtedness, or other securities assets or property of the Company that such Holder would have received as if such Holder owned a number of shares of Common Stock into which the Note was convertible (without giving effect to the Common Stock Cap Limitation) at the Conversion Price in effect on the record date for the distribution.

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With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock in shares of Equity Securities of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company that will be, upon distribution, listed on a U.S. national or regional securities exchange (a “Spin-Off”), the Conversion Price shall be decreased based on the following formula:

CP1	=	CP0	×	MP0
				FMV + MP0

 where,

CP1 =	Conversion Price in effect immediately after the close of business on the record date for the Spin-Off;
CP0 =	the Conversion Price in effect immediately prior to the close of business on the record date for the Spin-Off;
FMV =	the VWAP of the Equity Security or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock as of the sixth Trading Day following the Ex-Date for such Spin-Off; and
MP0 =	the VWAP of the Common Stock as of the sixth Trading Day following the Ex-Date for such Spin-Off.

Any adjustment to the Conversion Price under the preceding paragraph of this clause (c) shall be made immediately after the close of business on the fifth Trading Day following the Ex-Date for such Spin-Off, but shall be given effect as of the close of business on the Ex-Date for the Spin-Off. Because the Company will make the adjustment to the Conversion Price with retroactive effect, the Company shall delay the settlement of the conversion of any portion of the Notes during such valuation period. In such event, the Company shall pay or deliver, as the case may be, any cash and shares of the Common Stock due upon conversion (based on the adjusted Conversion Price as described above) on the eighth Trading Day immediately following the Ex-Date for such Spin-Off.

Notwithstanding the foregoing, if the fair market value (as reasonably determined by the Board of Directors in good faith) of the Equity Security or similar equity interest distributed to holders of the Common Stock is equal to or greater than 25% of the VWAP of the Common Stock as of the Ex-Date for the Spin-Off, in lieu of the foregoing decrease, each Holder may elect to receive at the same time and upon the same terms as holders of shares of Common Stock without having to convert its Notes, the amount and kind of Equity Securities or similar equity interest that such Holder would have received as if such Holder owned a number of shares of Common Stock into which the Note was convertible (without giving effect to the Common Stock Cap Limitation) at the Conversion Price in effect on the Ex-Date for the distribution.

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(d)          If the Company pays any cash dividends or distributions exclusively in cash to all or substantially all holders of its Common Stock (other than dividends or distributions made in connection with the Company’s liquidation, dissolution or winding-up), the Conversion Price shall be decreased based on the following formula:

CP1	=	CP0	×	SP0 – C
				SP0

where,

CP1      =	the Conversion Price in effect immediately after the close of business on the record date for such dividend or distribution;
CP0      =	the Conversion Price in effect immediately prior to the close of business on the record date for such dividend or distribution;
SP0      =	the VWAP of the Common Stock as of the Ex-Date for such dividend or distribution; and
C          =	the amount in cash per share the Company distributes to holders of the Common Stock.

Any decrease made under this clause (d) shall become effective immediately after the close of business on the record date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Price shall be increased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than 25% of “SP₀” (as defined above), in lieu of the foregoing decrease, each Holder may elect to receive at the same time and upon the same terms as holders of shares of the Common Stock without having to convert its Notes, the amount of cash that such Holder would have received as if such Holder owned a number of shares of Common Stock into which the Note was convertible (without giving effect to the Common Stock Cap Limitation) at the Conversion Price in effect on the Ex-Date for such cash dividend or distribution.

(e)          If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the VWAP of the Common Stock as of the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Price shall be decreased based on the following formula:

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CP1	=	CP0	×	SP1 × OS0
				AC + ( SP1 × OS1 )

where,

CP1      =	the Conversion Price in effect immediately after the close of business on the Trading Day immediately following the Expiration Date;
CP0      =	the Conversion Price in effect immediately prior to the close of business on the Trading Day immediately following the Expiration Date;
AC       =	the aggregate value of all cash and any other consideration (as reasonably determined by the Board of Directors in good faith) paid or payable for shares purchased in such tender or exchange offer;
SP1      =	the VWAP of the Common Stock as of the sixth Trading Day immediately following the Expiration Date;
OS1      =	the number of shares of the Common Stock outstanding immediately after the close of business on the Expiration Date (adjusted to give effect to the purchase or exchange of all shares accepted for purchase in such tender offer or exchange offer); and
OS0      =	the number of shares of the Common Stock outstanding immediately prior to the close of business on the Expiration Date (prior to giving effect to such tender offer or exchange offer).

Any adjustment to the Conversion Price under this clause (e) shall be made immediately after the close of business on the fifth Trading Day immediately following the Expiration Date, but shall be given effect as of the open of business on the Trading Day immediately following the Expiration Date. Because the Company shall make the adjustment to the Conversion Price with retroactive effect, the Company shall delay the settlement of the conversion of any portion of the Note if the conversion would otherwise occur during the such period. In such event, the Company shall pay or deliver, as the case may be, any cash and shares of the Common Stock due upon conversion (based on the adjusted Conversion Price as described above) on the eighth Trading Day immediately following the Expiration Date.

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(f)          To the extent that any stockholders’ rights plan adopted by the Company is in effect upon conversion of the Notes, the Holders will receive, in addition to any Common Stock due upon conversion, the rights under the applicable rights agreement. However, if, prior to any conversion, the rights have separated from the shares of the Common Stock in accordance with the provisions of the applicable stockholders’ rights plan, the Conversion Price will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, shares of Equity Securities, evidences of Indebtedness, securities, assets or property as described in clause (c) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(g)          Except as stated in this Section 7, the Company shall not adjust the Conversion Price for the issuances of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or rights to purchase shares of Common Stock or such convertible or exchangeable securities.

(h)          The Company shall be permitted to decrease the Conversion Price by any amount for a period of at least 20 Business Days if the Board of Directors determines that such decrease would be in the best interest of the Company. The Company also may (but is not required to) decrease the Conversion Price to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

(i)          Whenever the Conversion Price is adjusted as herein provided, a similar proportional adjustment shall be made to the Threshold Closing Price.

(j)          Whenever the Conversion Price is adjusted as provided in this Section 7, the Company shall promptly deliver written notice to the Holders stating the facts requiring the adjustment and the manner of computation. If in connection with any dividend or distribution described in this Section 7 the Holder is entitled to make an election to receive, in lieu of the adjustment to the Conversion Price, the cash, indebtedness, Equity Securities or other property or assets to be distributed to the holders of Common Stock, the Company shall give the Holders written notice of such proposed dividend or distribution at least 5 Business Days prior to the record date for such dividend or distribution.

(k)          For purposes of this Section 7, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock held in the treasury of the Company. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(l)          Whenever any provision of the Notes requires the Company to calculate the VWAP over, or based on, a span of multiple calendar days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Price that becomes effective, or any event requiring an adjustment to the Conversion Price where the record date of the event occurs, at any time during the period when the VWAP is being calculated.

8.          Effect of Business Combinations, Asset Sales and Corporate Events.

In the case of:

(a)          any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);

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(b)          any consolidation, merger or combination involving the Company;

(c)          any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or

(d)          any statutory share exchange,

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof), then, at and after the effective time of the transaction, the right to convert the Notes will become convertible into, in lieu of Common Stock, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock based on the Conversion Price immediately prior to such transaction would have owned or been entitled to receive (without giving effect to the Common Stock Cap Limitation) (the “Reference Property”) upon such transaction. Thereafter, references in this Note to Common Stock shall be deemed to apply mutatis mutandis to equivalent units of Reference Property, as nearly as is practical as determined in good faith by the Company (provided that, for avoidance of doubt, no Conversion Price adjustments pursuant to Section 7 or otherwise shall be required thereafter with respect to any portion of the Reference Property that does not consist of shares of stock). However, at and after the effective time of the transaction the volume-weighted average price will be calculated based on the value (determined in a reasonable manner selected in good faith by the Company) of a unit of Reference Property that a holder of one share of Common Stock would have received in such transaction. If the transaction causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property into which the Notes will become convertible will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be. If the holders of Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of Notes shall be solely cash in an amount equal to the number of shares of Common Stock issuable upon conversion of the Note based on the Conversion Price in effect on the Conversion Date (without giving effect to the Common Stock Cap Limitation), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company shall satisfy its conversion obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. The Company shall not become a party to any such transaction unless the terms of such transaction are consistent with the foregoing.

9.          No Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. With respect to any fraction of a share that would otherwise be issuable upon the conversion or redemption of this Note, an amount equal to such fraction multiplied by the VWAP of such share as of the date of such conversion or redemption shall be paid in cash to the Holder.

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10.         Stockholder Voting.  So long as not less than 50% of the aggregate principal amount of the Notes issued to the Investor on the Original Issuance Date are then issued and outstanding and held by the Investor or any permitted Affiliate transferee of the Investor, the Company shall obtain the prior written consent of the Investor before submitting any resolution or matter to a vote of the holders of Common Stock for approval, whether at an annual meeting, at a special meeting of the stockholders called for such purpose or an action of the stockholders by written consent. Notwithstanding the foregoing or anything else in this Agreement to the contrary, such prior written consent of Investor shall not be required if such resolution or matter: (i) as submitted to the holders of Common Stock, requires by its terms for the approval thereof (in addition to any approval requirements otherwise mandated by applicable law, the Company's governing documents or the National Securities Exchange on which the Common Stock is then listed for trading) the affirmative vote (or consent, as the case may be) of the voting power of such holders of Common Stock as would be required to authorize and approve such resolution or matter if all then-outstanding Notes held by the Investor had been converted into Conversion Shares immediately prior to the record date for such meeting of stockholders (or action by written consent, as the case may be) and the Investor had voted all of such Conversion Shares against such resolution or matter; or (ii) it relates to (A) the election or removal of directors of the Company, (B) the ratification of the appointment of an independent registered public accounting firm for the Company, (C) the Proposal, (D) any increase in the number of shares of authorized Common Stock as contemplated by Section 3(c) or (E) advisory votes required to be submitted to the stockholders of the Company by federal law. For avoidance of doubt, this Section 10 shall not be applicable to stockholder-initiated proposals required to be submitted to the stockholders of the Company by federal law or pursuant to the bylaws of the Company (as in effect as of the date hereof or as amended in accordance with Section 4.02 of the Investment Agreement).

11.         Events of Default; Collection Fees; Waiver.

(a)          The occurrence of any of the following events or circumstances shall constitute an “Event of Default” for purposes of this Note: (i) the admission in writing by the Company of its insolvency; (ii) the commission of any voluntary act of bankruptcy by the Company; (iii) the execution by the Company of a general assignment for the benefit of creditors; (iv) the filing by or against the Company of any petition in bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of sixty (60) days or more; (v) the failure to pay any principal on this Note when due and payable; (vi) default in any payment of accrued interest under the terms of this Note when due and payable on any Note when due and payable and such default continues for a period of 30 days; (vii) the failure of Company to comply with any other covenants in, or to perform any of its obligations under, this Note or any other “Transaction Document” referred to in the Purchase Agreement or any document, instrument or agreement executed in connection herewith and such default continues for a period of 30 days; (viii) the appointment of a receiver or trustee to take possession of the property or assets of the Company; (ix) any dissolution of the Company; (x) the adoption by the Company of any plan of liquidation; or (x) the failure by the Company, within 60 days, to pay, bond or otherwise discharge any judgments or orders for the payment of money the total uninsured amount of which for the Company or any of its Subsidiaries exceeds $20 million, which are not stayed while on appeal. The Company shall promptly notify each Holder of the occurrence of any Event of Default. If any Event of Default other than pursuant to clauses (i), (ii), (iii), (iv), (viii), (ix) or (x) shall have occurred and be continuing, and in any such event, the Holders of a majority of the outstanding principal amount of the Notes outstanding, may declare that the Outstanding Balance payable under the Notes shall become and be forthwith due and payable in full. If any Event of Default (other than an Event of Default pursuant to clauses (i), (ii), (iii), (iv), (viii), (ix) or (x)) shall have occurred and be continuing, and in any such event, the Outstanding Balance payable under this Note shall immediately and automatically become and be forthwith due and payable in full.

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(b)          If an Event of Default occurs and if this Note is placed in the hands of an attorney for collection (whether or not suit is filed), or if this Note is collected by suit or legal proceedings or through bankruptcy proceedings, the Company agrees to pay in addition to all sums then due hereunder, including outstanding principal and accrued unpaid interest, reasonable fees of one attorney for the Holder and its Affiliates. The Company hereby waives demand and presentment for payment, notice of nonpayment, protest, notice of protests, notice of dishonor, notice of intention to accelerate and notice of acceleration, bringing of suit and diligence in taking any action to collect amounts called for hereunder and in the handling of securities at any time existing in connection herewith. In addition, the Company is and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

12.         Default Interest.

(a)          Any payment on the Notes which becomes payable, including payments under Section 2, Section 3, Section 4, Section 5 and Section 6, but is not paid when the same becomes due and payable, shall bear interest from the required payment date at the Default Interest Rate.

(b)          While any Event of Default exists, or after the occurrence of maturity, howsoever maturity shall occur, whether by acceleration, redemption, a demand repayment or otherwise, the Company shall pay interest on the principal amount and any other amounts then past due from time to time outstanding under each Note at the Default Interest Rate.

(c)          Accrued and unpaid interest calculated at the Default Interest Rate (including interest on past due interest) shall be due and payable upon demand.

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13.         Maximum Rate of Interest.  Notwithstanding any provisions to the contrary in this Note, or in any of the documents relating hereto, in no event shall this Note or such documents require the payment or permit the charging or collection of interest in excess of the maximum amount or highest lawful rate permitted by the applicable usury laws. It is the intention of the Company and the Holders to comply in all respects with applicable usury laws, and in no event shall the Company pay, for the use, forbearance or detention of money, interest at a rate or in an amount in excess of the highest lawful rate permitted by applicable law. If any such excess interest is contracted for, charged or received under this Note or under the terms of any of the documents relating hereto, or in the event the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or in the event that all or part of the principal or accrued unpaid interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Note or under any of the documents relating hereto, on the amount of principal actually outstanding from time to time under this Note, shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (a) the provisions of this Section 13 shall govern and control, (b) neither the Company nor any other person or entity now or hereafter liable for the payment hereof, shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by the applicable usury laws, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to the Company, at the holder’s option, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful rate of interest allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under this Note or under such other documents which are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by the applicable usury laws, by amortizing, prorating, allocating and spreading during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from the Company or otherwise by the holder or holders hereof in connection with such indebtedness.

14.         Payments Generally. All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment, set off or withholding of any type or nature unless otherwise required by law. Except as otherwise expressly provided herein, all payments by the Company hereunder to each Holder shall be made to such Holder, by the method and at the address as such Holder shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or making any notation thereon. Unless otherwise specified, all amounts payable hereunder shall be received by each Holder no later than the close of business on the date specified herein, or if such date is not a Business Day, the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.

15.         Amendments and Waivers.

(a)          Any term or provision of this Note may be waived or amended (including any Event of Default) in any respect with the written consent of the Company and holders of a majority of the principal amount of the outstanding Notes; provided, that any such amendment or waiver must apply to all Notes and further provided, however, that the waiver or amendment of any terms and provisions regarding the payment or the conversion or redemption of the Notes require the approval of all Holders. When the occurrence of any Event of Default is waived, it is deemed cured, but no such waiver shall extend to the occurrence of any subsequent or other Event of Default without the consent of a majority of the principal amount of all Notes outstanding or the Holders of all Notes outstanding, as applicable.

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(b)          No waiver by the Holders of any of its rights or remedies hereunder or otherwise, shall be considered a waiver of any other subsequent right or remedy of the Holder. No delay or omission in the exercise or enforcement by the Holders of any rights or remedies shall ever be construed as a waiver of any right to remedy of the Holder; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of the Holder.

(c)          For the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given, Notes directly or indirectly owned by the Company or any of its Subsidiaries shall not be deemed to be outstanding.

16.         Transfers.

(a)          Without the prior written consent of the Company (which consent may be withheld in the Company’s sole discretion prior to the fifth anniversary of the Original Issuance Date, but shall not be unreasonably withheld following the fifth anniversary of the Original Issuance Date), the Holder will not Transfer any Note; provided, however, that the Holder may Transfer the all or any portion of the Notes to an Affiliate of the Purchaser. Any such transferee shall agree to be bound by this Agreement. Notwithstanding the foregoing, nothing in this Section 16 shall impose any limitation or restriction on the ability of the Holder to issue, sell or transfer any interests in the Holder or any permitted Affiliate transferee of the any Note to any other Person, so long as NGP Natural Resources X, L.P. continues to control the Holder or such Affiliate.

(b)          Subject to the restrictions in clause (a) of this Section 16 and to the limitations set forth below, all or any portion of any Note shall be freely transferable. If a Holder desires to transfer all or a portion of a Note, such Holder shall deliver the certificate representing such Note to be transferred to the Company along with written instructions as to the name and address of the transferee and as to what portion of such Note is being transferred. Upon receipt of such certificate and such instructions, the Company shall cancel the certificate representing the Note being transferred and shall promptly execute and deliver a new certificate representing the Note to the transferee in accordance with such instructions and, if such transfer only involves a partial transfer of the Note being transferred, the Company shall also promptly execute and deliver to the transferring Holder a new certificate representing the retained principal amount of the Note. The transferee and, to the extent only a portion of a Note is being transferred, the transferring Holder shall countersign the new certificates issued by the Company and shall return one copy to the Company to be retained in the corporate records of the Company. The transferring Holder shall be deemed to remain the owner of the Note being transferred until the transferee delivers such countersigned copy of the certificate to the Company pursuant to the immediately preceding sentence. Each Note (or portion thereof) transferred in accordance with the foregoing shall carry the rights to interest accrued and unpaid, and to accrue, which were carried on such transferred Note (or portion thereof).

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(c)          The Notes have not been registered under the Securities Act. The Notes may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the Notes under the Securities Act or pursuant to an exemption from registration thereunder and, in the case of a transaction exempt from registrations, unless sold pursuant to Rule 144 under the Securities Act or the Company has received documentation reasonably satisfactory to it (which may include an opinion of counsel) that such transaction does not require registration under the Securities Act.

17.         Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of, any Note and

(a)          in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is nominee for, Investor or another Holder of a Note with a minimum net worth of at least $5,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)          in the case of mutilation, upon surrender and cancellation thereof,

within five Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated the date of such lost, stolen, destroyed or mutilated Note.

18.         Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof (except that matters to which the law of the jurisdiction of formation of the Company is applicable shall be subject to the internal laws of such state). The Company and, by accepting this Note, the Investor, each irrevocably submits to the exclusive jurisdiction of any federal or state court of competent jurisdiction located within the State of New York in the Borough of Manhattan in the City of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Note and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Note. The Company and, by accepting this Note, the Investor, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE INVESTOR HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

19.         Severability. In case any provision in this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

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20.         Interpretation.  Unless otherwise specified in this Note, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Note shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchaser under this Note shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. Section and Annex references in this Note are references to the corresponding Section and Annex to this Note, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference in this Note to $ shall mean U.S. dollars. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Note as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The division of this Note into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Note.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the date first written above.

TRIANGLE PETROLEUM CORPORATION
By:	/s/ Jonathan Samuels
Name:	Jonathan Samuels
Title:	President and Chief Executive Officer

Accepted and agreed to by the Investor as of the date first written above.

NGP TRIANGLE HOLDINGS, LLC

By: NGP Natural Resources X, L.P., its managing member

By: G.F.W. Energy X, L.P., its general partner

By: GFW X, L.L.C., its general partner

By:	/s/ Kenneth A. Hersh
Name:	Kenneth A. Hersh
Title:	Authorized Member

Signature Page to Note

ANNEX A

Maturity:	3 years from date of issuance
Interest rate:	12% per annum, compounding quarterly. The interest rate will increase by 300 bps every six months unless and until the Common Stock Cap Limitation ceases to apply, subject to a maximum aggregate interest rate of __.
Guarantors:	All U.S. Subsidiaries that are not prohibited by their organizational documents, contract or other agreement from guaranteeing these notes; provided, however, that the Company shall use its reasonable best efforts to obtain consents or waivers under such organizational documents, contract or other agreement in order to permit such guarantee..
Covenants &
Other Terms:	Such covenants and other terms as are customary for the senior notes of a publicly-traded company engaged in the onshore U.S. oil and gas exploration and production business having the same credit rating as the Company as of the time of such issuance.

The parties agree to negotiate in good faith to reach agreement on the definitive terms of these notes.

Annex A, Page 1 of 1

EX-4.2

EXHIBIT 4.2

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT, dated as of July 31, 2012 (this “Agreement”), is entered into by and between Triangle Petroleum Corporation, a Nevada corporation (“Triangle”), NGP Natural Resources X, L.P., a Delaware limited partnership (the “Parent”) and NGP Triangle Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

RECITALS

WHEREAS, pursuant to the Note Purchase Agreement, dated as of the date hereof, between Triangle and the Purchaser (the “Purchase Agreement”), Triangle is agreeing to issue and sell to the Purchaser a convertible promissory note (the “Convertible Note”), which is convertible into shares of common stock, par value $0.00001 per share, of Triangle (the “Common Stock”);

WHEREAS, the Purchaser is the “Purchaser” under the Purchase Agreement;

WHEREAS, to induce the Purchaser to enter into the Purchase Agreement and the transactions contemplated thereby, Triangle is required to deliver this Agreement, duly executed by Triangle, to the Purchaser contemporaneously with the Closing of the transaction contemplated by the Purchase Agreement;

WHEREAS, the Purchaser’s investment in Triangle pursuant to the Purchase Agreement is reasonably expected to benefit Triangle; and

WHEREAS, Triangle believes it to be in the best interests of Triangle, and the Purchaser believes it to be in the best interests of the Purchaser, to have certain agreements in respect of the certain rights and obligations of the Purchaser and the Parent pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01        Definitions. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, however, that “Affiliate” shall not be deemed to include any Portfolio Company.

“Agreement” shall have the meaning specified in the introductory paragraph of this Agreement.

“Board” means the Board of Directors of Triangle or any duly authorized committee thereof.

“Capital Leases” means, for any Person, any lease of any property by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person.

“Common Stock” shall have the meaning specified in the Recitals to this Agreement.

“Consolidated Leverage Ratio” means as of any date of determination, the ratio of (x) the aggregate amount of EBITDAX of Triangle for the most recently completed fiscal quarter ending prior to the date of determination for which financial statements are in existence multiplied by four to (y) Pro Forma Indebtedness.

“Convertible Note” shall have the meaning specified in the Recitals to this Agreement.

“Conversion Shares” means the Common Stock issuable upon conversion of the Convertible Note in accordance with the terms of the Convertible Note.

“Designated Director” shall have the meaning specified in Section 2.01(a) of this Agreement.

“Dispose” (including the correlative terms “Disposed” and “Disposition”) means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of Law, whether effected directly or indirectly.

“EBITDAX” means for Triangle, on a consolidated basis for any period, the sum of (a) Net Income for such period (which if such amount constitutes net loss, shall be reflected as a negative number), plus (b) without duplication and to the extent deducted in determining such Net Income (i) Interest Expense for such period, plus (ii) Income Tax Expense for such period, plus (iii) depreciation, amortization, depletion and exploration expenses for such period, plus (iv) non-cash charges resulting from extraordinary, non-recurring events or circumstances for such period (including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP (including any “ceiling test” impairments as a result of the use of the full cost method of accounting) and including non-cash charges resulting from the requirements of ASC 410, 718 and 815), minus (c) to the extent included in determining Net Income, non-cash income resulting from extraordinary, non-recurring events or circumstances for such period and all other non-cash items of income which were included in determining such Net Income (including non-cash income resulting from the requirements of ASC 410, 718 and 815); provided that such EBITDAX shall be subject to pro forma adjustments for permitted acquisitions and non-ordinary course asset sales assuming that such transactions had occurred on the first day of the determination period, which adjustments shall be made in a manner, and subject to supporting documentation, reasonably acceptable to the Purchaser. Notwithstanding the foregoing, EBITDAX shall be appropriately adjusted to exclude all amounts of revenues and expenses attributable to any minority investments in Subsidiaries.

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“Equity Securities” means, with respect to a Person, any shares, interests, participation or other equivalents (however designated) of corporate stock (including any options, warrants or other rights to acquire corporate stock).

“Event of Default” shall have the meaning given such term in the Convertible Note.

“Excluded Securities” shall have the meaning specified in Section 4.01(d).

“GAAP” means generally accepted accounting principles in the United States of America as of the date of the applicable calculation being made pursuant to the terms of the Convertible Note.

“Hedging Arrangements” means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price).

“Hedging Transactions” means any options, puts, warrants, swaps or other similar arrangements that are designed to transfer to another Person any of the economic consequences of ownership of the Convertible Note or the Conversion Shares without a corresponding transfer of the ownership of such security to such Person.

“Income Tax Expense” means for Triangle and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes paid or due to be paid during such period.

“Incur” means issue, create, assume, guarantee, incur or otherwise become directly or indirectly liable for, contingently or otherwise.

“Indebtedness” means, with respect to any Person, any indebtedness of that Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers acceptances if and to the extent any of the foregoing indebtedness (other than letters of credit) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a lien on any assets of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the guarantee by such Person of any Indebtedness of any other Person; provided, however, that Indebtedness shall not include (i) any intercompany Indebtedness or (ii) any trade payables.

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“Independent Director” means a person meeting the independence requirements under any rule or regulation of the Commission or NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) or under applicable Law, exclusive of any independence requirements applicable solely to members of any committee of the Board.

“Interest Expense” means, for any period and with respect to any Person, total cash interest expense, letter of credit fees and other fees and expenses incurred by such Person in connection with any indebtedness (including any Indebtedness outstanding under the Convertible Note) for such period, whether paid or accrued (including that attributable to obligations which have been or should be, in accordance with GAAP, recorded as Capital Leases), including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, fees owed with respect to secured obligations, and net costs under Hedging Arrangements entered into addressing interest rates, all as determined in conformity with GAAP.

“Law” means any applicable federal, state or local order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Net Income” means, for any period and with respect to any Person, the net income (or net loss) for such period for such Person after taxes as determined in accordance with GAAP, including any cash net gain but excluding, however, (a) extraordinary items, including (i) any net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, and (ii) any write-up or write-down of assets and (b) the cumulative effect of any change in GAAP.

“Notes” shall have the meaning given such term in the Convertible Note.

“Offered Securities” shall have the meaning specified in Section 4.01(a).

“Original Issuance Date” shall have the meaning given such term in the Convertible Note.

“Parent” shall have the meaning specified in the introductory paragraph of this Agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof or other entity.

“Portfolio Company” means any portfolio company in which the Purchaser or any of its investment fund Affiliates have made a debt or equity investment.

“Preemptive Offer Notice” shall have the meaning specified in Section 4.01(a).

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“Preemptive Offer Acceptance Notice” shall have the meaning specified in Section 4.01(b).

“Preemptive Offer Notice” shall have the meaning specified in Section 4.01(a).

“Preemptive Offer Period” shall have the meaning specified in Section 4.01(b).

“Pro Forma Indebtedness” means as of any date of determination, the amount of Indebtedness of Triangle and its Subsidiaries as of the date of determination (excluding the Indebtedness associated with the Convertible Note) after giving pro forma effect to the Incurrence of any proposed new Indebtedness.

“Purchase Agreement” shall have the meaning specified in the Recitals to this Agreement.

“Purchaser” shall have the meaning specified in the introductory paragraph of this Agreement.

“Refused Securities” shall have the meaning specified in Section 4.01(c).

“Resignation Event” means that the Designated Director, as determined by the Board in good faith following compliance with the procedures set forth below in this definition, (A) is prohibited or disqualified from serving as an Independent Director of Triangle; (B) has engaged in acts or omissions constituting a breach of the Designated Director’s duty of loyalty to Triangle or its stockholders; (C) has engaged or more likely than not, as determined by a majority of the independent directors of the Board (other than the Designated Director), engaged in acts or omissions which involve moral turpitude, fraud, intentional misconduct or an intentional violation of Law, (D) has engaged in any transaction involving Triangle from which the Designated Director derived an improper personal benefit, or (E) has violated the attendance or other material Triangle policies applicable to all Board members. Prior to making a determination that any Resignation Event described in clauses (A) through (E) above has occurred, the Board shall provide the Designated Director with proper notice of a meeting of the Board in accordance with the Triangle Bylaws at which the removal of such Designated Director will be considered. At such duly called and held Board meeting, the Board shall provide the Designated Director with a reasonable opportunity to be heard and to present information relevant to the Board’s proposed determination. The Board may make a determination that a Resignation Event has occurred only following its consideration in good faith of such information presented by the Designated Director.

“Sales Transaction” shall have the meaning specified in Section 3.01(b).

“Securities” shall have the meaning specified in Section 3.01(a)(i).

“Significant Event” means the entry by Triangle into an agreement providing for a sale of all or substantially all of Triangle’s assets, a merger, tender offer, other business combination transaction or any combination of the foregoing that will result in the Stockholders immediately prior to such transaction owning less than 30% of the outstanding Equity Securities of the combined Person following such transaction.

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“Standstill Termination Date” shall have the meaning specified in Section 3.01(a).

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Termination Event” means (A) the Purchaser and its Affiliates to which it has transferred the Convertible Note in accordance with the terms thereof ceasing to own (such ownership being determined after giving pro forma effect to an assumed full conversion of any outstanding portion of the Convertible Note) at least equal to the lesser of: (i) fifty percent (50%) of the shares of Common Stock that would be issuable to the Purchaser upon full conversion of the Convertible Note on the date hereof and (ii) ten percent (10%) of the shares of Common Stock outstanding as of the date of determination or (B) the Purchaser or its Affiliates shall have breached any covenant or other obligation under Article III of this Agreement in any material respect and such breach shall not have been cured within five Business Days following written notice of such breach or is of such nature that it cannot be cured. Any shares of Common Stock acquired by the Purchaser (and its Affiliates to which it has transferred the Convertible Note in accordance with the terms thereof) other than through the conversion of the Convertible Note shall not count towards the ownership requirements set forth in clause (A)(i) above and any shares of Common Stock acquired by the Purchaser (and its Affiliates to which it has transferred the Convertible Note in accordance with the terms thereof) other than through the conversion of the Convertible Note or pursuant to Article IV shall not count towards the ownership requirements set forth in clause (A)(ii) above. Any limit imposed by the rules of NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) on the number of shares of Common Stock issuable to the Purchaser upon conversion of the Convertible Note will not be taken into account for purposes of this definition.

“Triangle” shall have the meaning specified in the introductory paragraph of this Agreement.

“Triangle Bylaws” means the Bylaws of Triangle, as amended.

“Triangle Credit Agreement” means the Credit Agreement dated as of April 12, 2012 among Triangle USA Petroleum Corporation, as the borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender, arranger and sole bookrunner, and the other lenders party thereto.

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ARTICLE II

DIRECTOR DESIGNATION RIGHTS

Section 2.01        Board Representation.

(a)        On or prior to the date hereof, the Board shall adopt resolutions that (i) increase the number of natural persons that constitute the whole Board by one (1) person and (ii) fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, in each case pursuant to the Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of Triangle pursuant to the Triangle Bylaws (as in effect as of the date hereof or as amended in accordance with Section 4.02) or any rule or regulation of the Commission, NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) or by applicable Law and (D) otherwise be reasonably acceptable to Triangle (the “Designated Director,” which such Designated Director shall initially be Roy A. Aneed). The Purchaser shall, and shall cause the Designated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the Purchaser shall cause the Designated Director to complete and execute Triangle’s Standard Director and Officer Questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Triangle.

(b)        The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal.

(c)        In order to designate an individual for appointment to the Board, the Purchaser must submit to Triangle a written notice in accordance with the notice provisions set forth in Section 7.07 of the Purchase Agreement, which notice shall include (i) the name, age, business address and residence address of such designee, (ii) a current resume and curriculum vitae of such designee and (iii) a statement describing such designee’s qualifications.

(d)        Prior to a Termination Event:

(i)        in connection with each annual meeting of Stockholders, and subject to the conditions of Section 2.01(a) of this Agreement, Triangle shall nominate the Designated Director for reelection to the Board and shall take all reasonable and lawful actions necessary or advisable to cause the Board to recommend that the Stockholders vote “FOR” the election of the Designated Director;

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(ii)        promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, and subject to the provisions of Section 2.01(a) of this Agreement, the Board shall adopt resolutions that (A) increase the number of natural persons that constitute the whole Board by one (1) person and (B) fill the vacancy created by virtue of such increase in the size of the Board with the Designated Director; and if the Board is prevented by Section 3.1 of the Triangle Bylaws from complying with clause (A) of this Section 2.01(d)(ii), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (A) of this Section 2.01(d)(ii);

(iii)        any Designated Director may be removed pursuant to Section 3.6 of the Triangle Bylaws, and any vacancy created by such removal shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director;

(iv)        upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within two (2) Business Days of such written notice; and

(v)        any vacancy caused by the death, disability or resignation of the Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director.

(e)        Any action by the Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall be signed by or on behalf of the Purchaser.

(f)        Prior to designating a Designated Director, the Purchaser shall enter into a written agreement in a form reasonably satisfactory to Triangle with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, a Termination Event or at the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of Triangle and the Purchaser, and that Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, and Triangle shall have the right to enforce such an agreement to the same extent as the parties thereto.

(g)        Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Purchaser to Board representation, including by nominating more directors for election to the Board than the number of directors constituting the full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Board determines (i) may be necessary to (A) comply with any rule or regulation of the Commission or NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) or (B) comply with applicable Law or (ii) is required to comply with the provisions of the Triangle Organizational Documents.

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Section 2.02        Termination of Director Designation Rights. Upon the occurrence of a Termination Event, the Purchaser’s right to designate, and Triangle’s obligation to nominate, the Designated Director shall automatically terminate, and the Purchaser shall cause the Designated Director then serving as a member of the Board, promptly upon (and in any event within two (2) Business Days following) receipt of a written request from Triangle, to resign as a member of the Board. In the event Triangle does not request that the Designated Director be caused to resign upon occurrence of a Termination Event, such Designated Director will no longer be considered a designee of the Purchaser and will be subject to election and reelection in accordance with the Triangle Bylaws. The Purchaser shall have the right at any time to cause the Designated Director to resign as a member of the Board and to waive its rights to designate a nominee for election to the Board.

Section 2.03        Director Indemnification. At all times while the Designated Director is serving as a member of the Board, and following any such Designated Director’s death, resignation, removal or other cessation as a director in such former Designated Director’s capacity as a former director, each Designated Director shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the Board. As between Triangle, on the one hand, and the Purchaser and its Affiliates, on the other hand, Triangle shall, in all events, be the full indemnitor of first resort and shall not be entitled to any contribution, indemnification or other payment by or from any of the Purchaser or its Affiliates.

Section 2.04        Corporate Opportunities. Triangle hereby renounces any interest or expectancy in any business opportunity in which Parent or Purchaser or any of their respective Affiliates or Portfolio Companies (including any officers or directors thereof) (the “NGP Group”) participates or seeks to participate (each, a “Business Opportunity”) other than a Business Opportunity that is presented to a Designated Director in such Person’s capacity as a director of Triangle and with respect to which no other member of the NGP Group (other than the Designated Director) independently receives notice or otherwise identifies such Business Opportunity (each Business Opportunity that is so renounced, being referred to as a “Renounced Business Opportunity”). No member of the NGP Group, including any Designated Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to Triangle, and any member of the NGP Group may pursue a Renounced Business Opportunity. Notwithstanding anything to the contrary in this Section 2.04, Triangle shall not be prohibited from pursuing any Business Opportunity with respect to which it has renounced any interest or expectancy as a result of this Section 2.04.

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ARTICLE III

COVENANTS

Section 3.01       Standstill Obligation.

(a)        For a period beginning on the date hereof and ending on the later of (A) the third anniversary of the date hereof and (B) the date that the Purchaser and its Affiliates cease to own in the aggregate at least 10% of the then-outstanding Common Stock (calculated on a fully-diluted basis using the treasury stock method and assuming full conversion of any outstanding portion of the Convertible Note held by the Purchaser and its Affiliates) (the “Standstill Termination Date”), without the prior written consent of Triangle, the Parent agrees that it shall not and shall use its reasonable best efforts to cause any other Person that would otherwise be an Affiliate but for the fact that such Person is a Portfolio Company not to, nor shall it permit any of its Affiliates to, nor shall the Parent agree, advise, assist, provide information or provide financing to others (including any Portfolio Company) in order to, or permit its Affiliates to, and shall use its reasonable best efforts to cause any other Person that would otherwise be an Affiliate but for the fact that such Person is a Portfolio Company not to, agree, advise, assist, provide information or provide financing to others (including any Portfolio Company) in order to, individually or collectively, directly or indirectly:

(i)        acquire or offer to acquire or agree to acquire from any Person, directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, beneficial ownership of any Equity Securities of Triangle, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (collectively, the “Securities”) (or otherwise act in concert with respect to any such Securities with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to: (a) the issuance of the Convertible Note (including the issuance of any Conversion Shares underlying the Convertible Note), (b) a stock split, reverse stock split, reclassification, reorganization or other transaction by Triangle affecting any class of the outstanding Equity Securities of Triangle generally, (c) a dividend of stock or other pro rata distribution by Triangle to holders of its outstanding Equity Securities, (d) a purchase by Purchaser of Securities of Triangle pursuant to its preemptive rights granted in Section 4.01 of this Agreement or (e) the issuance by Triangle of Securities to the Purchaser or any of its Affiliates as compensation for service on the Board;

(ii)        except as contemplated by Section 5.01 of the Purchase Agreement, make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), become a “participant” in, or encourage, support or aid any other Person to become a “participant,” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit Stockholders for the approval of any Stockholder proposals (other than the Proposal and the election of the director nominee designated by the Purchaser pursuant to this Agreement), in each case with respect to Triangle;

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(iii)        form, join, in any way participate in, or encourage the formation of, a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Triangle other than a “group” that consists solely of Affiliates of the Purchaser;

(iv)        deposit any securities of Triangle into a voting trust, or subject any securities of Triangle to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect;

(v)        alone or in concert with others, seek, or encourage, support or aid any effort, to influence or control the management, Board, business, policies, affairs or actions of Triangle (other than through a Representative of the Purchaser who is appointed or elected to the Board pursuant to this Agreement or otherwise nominated by the Board and elected by the Stockholders);

(vi)        request Triangle (or any directors, officers, employees or agents of Triangle), directly or indirectly to amend, waive or modify any provision of this Section 3.01; provided, however, that a request to amend, waive or modify any provision of this Section 3.01 shall not be prohibited so long as such request does not include an offer or statement of intent to do any of the foregoing;

(vii)       make any public disclosure, or take any action which could reasonably be expected to require the Triangle to make any public disclosure, with respect to any potential transaction or any of the matters set forth in this Section 3.01; or

(viii)      disclose any intention, plan or arrangement inconsistent any provision of this Section 3.01.

The foregoing provisions of this Section 3.01(a) shall terminate and be of no further force and effect upon the announcement by Triangle of a Significant Event.

(b)        If prior to the Standstill Termination Date, Triangle or its Affiliates conduct a process with two or more potential bidders that has been duly approved by the Board and relates to a sale of all or substantially all of Triangle’s assets, a merger, tender offer, other business combination transaction, or any combination of the foregoing involving Triangle that would reasonably be expected to result in the Stockholders immediately prior to such transaction owning less than 30% of the outstanding Equity Securities of the combined Person following such transaction (a “Sales Transaction”), then Triangle agrees that it shall provide the Purchaser with an invitation to bid, using substantially the same invitation to bid sent to other potential bidders in such process, and shall provide to the Purchaser substantially the same information relating to the Triangle Entities that Triangle provided in such process to such other potential bidders, subject to a confidentiality agreement acceptable to Triangle containing confidentiality restrictions no more restrictive in the aggregate than those in the confidentiality agreement entered into by any other potential bidder in connection with such process, and the restrictions set forth in Section 3.01(a) of this Agreement shall not apply to any process or transaction described in this Section 3.01(b) for the limited purpose of allowing the Purchaser to bid, negotiate and, with the approval and recommendation of the Board, complete a Sales Transaction as contemplated by this paragraph. If Triangle elects not to pursue a Sales Transaction with the Purchaser following the process described in this Section 3.01(b), then the restrictions in Section 3.01(a) shall continue to apply to the Purchaser.

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(c)        Notwithstanding anything to the contrary in this Section 3.01, prior to the Standstill Termination Date, at Triangle’s request, the Purchaser shall be permitted to provide strategic advice to Triangle from time to time.

Section 3.02      Hedging Transactions. For so long as the Purchaser or any of its Affiliates own the Convertible Note or any Conversion Shares, the Purchaser shall not, and shall cause any of its Affiliates not to enter into any Hedging Transactions.

ARTICLE IV

RIGHTS OF THE PURCHASER

Section 4.01       Preemptive Rights.

(a)        Except in the case of Excluded Securities, Triangle shall not issue, exchange or otherwise Dispose, agree to issue, exchange or otherwise Dispose, or reserve or set aside for the same, any Equity Securities of Triangle or any securities convertible into or exchangeable for Equity Securities of Triangle (the “Offered Securities”), unless in each case Triangle shall have first given written notice to Purchaser (the “Preemptive Offer Notice”) at least 10 Business Days prior to entering into a definitive agreement for such sale stating that Triangle proposes to sell such Offered Securities, the number or amount of the Offered Securities proposed to be sold, the proposed purchase price or price range therefor and any other terms and conditions of such offer.

(b)        On or before the seventh Business Day following the date of the Preemptive Offer Notice (the “Preemptive Offer Period”), the Purchaser shall have the option to subscribe for up to its pro rata share of such Offered Securities (based on its percentage ownership of Common Stock calculated on a fully-diluted basis using the treasury stock method and assuming full conversion of the Convertible Note without taking into account any limit imposed by NYSE MKT rules and regulations on the number of Conversion Shares issuable upon conversion of the Convertible Note) by delivering written notice to Triangle (a “Preemptive Offer Acceptance Notice”). Notwithstanding the preceding sentence, the number of Offered Securities that the Purchaser is entitled to purchase shall not exceed an amount that would require Stockholder Approval under, or would result in a violation of, the rules and regulations of NYSE MKT or any other principal stock exchange or market upon which the Offered Securities trade; provided, however, that if the Purchaser cannot purchase at least 75% of the number of Offered Securities as to which a Preemptive Offer Acceptance Notice has been given by the Purchaser as a result of the limitations set forth in this sentence, then Triangle shall not issue, exchange or otherwise Dispose, agree to issue, exchange or otherwise Dispose, or reserve or set aside for the same all or any part of the Offered Securities without the prior written consent of the Purchaser. Each Preemptive Offer Acceptance Notice shall specify: (i) the amount of Offered Securities the Purchaser desires to subscribe for and (ii) the prices at which the Purchaser is willing to purchase such amounts of the Offered Securities at each such price.

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(c)        Triangle shall have 30 days from the expiration of the Preemptive Offer Period to enter into a definitive agreement to issue and sell all or any part of such Offered Securities as to which a Preemptive Offer Acceptance Notice has not been given by the Purchaser (the “Refused Securities”) to any other Persons, but only upon terms and conditions in all material respects, including price, which are no more favorable, individually or in the aggregate, to such other Persons or less favorable, individually or in the aggregate, to Triangle than those set forth in the Preemptive Offer Notice. Upon the closing, which shall occur at a reasonable time and place within 60 days from the expiration of the Preemptive Offer Period (which such period shall be extended for up to 180 days with respect to any Person seeking to purchase Offered Securities, including the Purchaser, for such time as is necessary to allow such Person to request any approvals required under the HSR Act) and shall include full payment to Triangle of the proceeds from the sale to such other Persons of all the Refused Securities, the Purchaser shall purchase from Triangle, and Triangle shall sell to the Purchaser, the Offered Securities with respect to which a Preemptive Offer Acceptance Notice was delivered by the Purchaser, at the terms specified in the Preemptive Offer Notice. In each case, any Offered Securities not purchased by the Purchaser or any other Persons in accordance with this Section 4.01 within 60 days (or such longer period if the time period within which to close is extended as provided in the immediately preceding sentence) after the expiration of the Preemptive Offer Period may not be sold or otherwise Disposed of until they are again offered to the Purchaser under the procedures specified in this Section 4.01.

(d)        The rights of the Purchaser under this Section 4.01 shall terminate upon the occurrence of a Termination Event and shall not apply to the following securities (the “Excluded Securities”):

(i)        the issuance of any Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle pursuant to any employee benefits or other compensation plan approved by the Board and the Stockholders;

(ii)        Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued otherwise than for cash pursuant to, a merger, consolidation, acquisition, disposition or similar business combination approved by the Board;

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(iii)        Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued upon any stock dividend, stock split or other pro-rata distribution, subdivision or combination of securities or other recapitalization of Triangle;

(iv)        Equity Securities issued upon conversion of the Convertible Note and other convertible notes issued concurrently herewith; and

(v)        Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued pursuant to the terms of a “poison pill” or other stockholder rights plan.

Section 4.02        Approval Rights. So long as 50% or more of the aggregate principal amount of the Convertible Note as of the Original Issuance Date is issued and outstanding and held by the Purchaser or its permitted Affiliate transferres thereunder, Triangle shall not, and shall cause its Subsidiaries not to, take any of the following actions without obtaining the prior written consent of the Purchaser:

(a)        Triangle will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate of Triangle. The restriction in this Section 4.02(a) will not apply to:

(i)        any such transaction, contract, agreement or understanding by and among (A) Triangle or any Subsidiary of Triangle and (B) any Subsidiary of Triangle;

(ii)       any issuance of Common Stock, or other payments, awards or grants in cash, Common Stock or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Common Stock, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefit plans and/or insurance and indemnification agreements provided to or for the benefit of directors, officers and employees approved by the Board; provided that none of such transactions or payments involve the issuance of Equity Securities in any Subsidiary of Triangle to officers and directors of Triangle; and

(iii)      advances to employees, officers or directors in the ordinary course of business of Triangle or any of its Subsidiaries.

(b)        Triangle will not amend, supplement, modify or restate its articles or certificate of incorporation or bylaws or other equivalent organizational documents, in any manner that could reasonably be expected to be materially adverse to the Purchaser.

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(c)        Triangle will not make any direct or indirect dividend or distribution (whether in cash, securities or other property) in respect of Equity Securities of Triangle or any direct or indirect payment of any kind or character (whether in cash, securities or other property) in consideration for any retirement, purchase, redemption or other acquisition of any Equity Securities of Triangle.

(d)        Except in accordance with the Convertible Note, Triangle will not issue any Indebtedness that is convertible into any Equity Securities of Triangle (or Indebtedness in connection with the issuance thereof the holder thereof receives or is entitled to receive Equity Securities of Triangle) or issue any Equity Securities of Triangle if, in each case, such Equity Securities of Triangle are senior to the Common Stock with respect to priority of dividends or distributions or upon liquidation or have voting rights that are senior to, or superior to, the Common Stock.

(e)        Triangle will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Indebtedness (other than pursuant to the Triangle Credit Agreement or the terms of the Notes); provided, however, that Triangle may Incur Indebtedness and any of its Subsidiaries may Incur Indebtedness if (i) on the date thereof the Consolidated Leverage Ratio does not exceed 5.0 to 1.0 (provided that the Notes are excluded from such calculation) and (ii) no Event of Default is occurring or would occur as a consequence of the Incurrence of such Indebtedness.

ARTICLE V

MISCELLANEOUS

Section 5.01        Share Measurements. Notwithstanding anything herein to the contrary, all measurements and references in this Agreement related to Common Stock and shares of Common Stock issuable upon conversion of the Convertible Note shall be, in each instance, adjusted as set forth in the Convertible Note.

Section 5.02        Entire Agreement. This Agreement, together with the Convertible Note and the Purchase Agreement and the other agreements contemplated thereby, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein with respect to the rights granted by Triangle or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

Section 5.03        Notices. All notices and demands provided for in this Agreement shall be in writing and shall be given as provided in Section 7.07 of the Purchase Agreement.

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Section 5.04        Interpretation. Section references in this Agreement are references to the corresponding Section to this Agreement, unless otherwise specified. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference in this Agreement to $ shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a party, such action shall be in such party’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect and (ii) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

Section 5.05        Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of New York without regard to principles of conflicts of Laws (except that matters to which the Law of the jurisdiction of formation of Triangle is applicable shall be subject to the internal laws of such state). Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York in the Borough of Manhattan in the City of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York in the Borough of Manhattan in the City of New York over any such action. Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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Section 5.06         Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 5.07         No Waiver; Modifications in Writing.

(a)        Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b)        Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be effective unless signed by each of the parties hereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement and any consent to any departure by a party from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 5.08        Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

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Section 5.09        Binding Effect; Assignment. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any party hereto without the prior written consent of each of the other parties; provided, however, that any of the rights and obligations of the Purchaser hereunder may be transferred or assigned in whole or in part by the Purchaser to any Affiliate of the Purchaser. Any such transferee shall agree to be bound by this Agreement. Notwithstanding the foregoing, nothing in this Section 5.09 shall impose any limitation or restriction on the ability of the Parent or Purchaser to issue, sell or transfer any interests in the Purchaser or any permitted Affiliate transferee hereunder to any other Person, so long as Parent continues to control the Purchaser or such Affiliate.

Section 5.10        Independent Counsel. Each of the parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto will be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived.

Section 5.11        Specific Enforcement. Each of the parties acknowledges and agrees that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order without a requirement of posting bond. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

Section 5.12        Further Assurances. Each of the parties hereto shall, from time to time and without further consideration, execute such further instruments and take such other actions as any other party hereto shall reasonably request in order to fulfill its obligations under this Agreement to effectuate the purposes of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

TRIANGLE PETROLEUM CORPORATION
By:	/s/ Jonathan Samuels
Name:	Jonathan Samuels
Title:	President and Chief Executive Officer
NGP NATURAL RESOURCES X, L.P.
By:	G.F.W. Energy X, L.P., its general partner
By:	GFW X, L.L.C., its general partner
By:	/s/ Kenneth A. Hersh
Name:	Kenneth A. Hersh
Title:	Authorized Member
NGP TRIANGLE HOLDINGS, LLC
By:	NGP Natural Resources X, L.P., its managing member
By:	G.F.W. Energy X, L.P., its general partner
By:	GFW X, L.L.C., its general partner
By:	/s/ Kenneth A. Hersh
Name:	Kenneth A. Hersh
Title:	Authorized Member

Signature Page to Investment Agreement

EX-4.3

EXHIBIT 4.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2012, by and between Triangle Petroleum Corporation, a Nevada corporation (“Triangle”) and NGP Triangle Holdings, LLC, a Delaware limited liability company (the “Purchaser”). Triangle and NGP are referred to collectively herein as the “Parties.”

WHEREAS, pursuant to the Note Purchase Agreement, dated as of the date hereof, between Triangle and the Purchaser (the “Purchase Agreement”), Triangle is agreeing to issue and sell to the Purchaser a convertible promissory note dated as of the date hereof (the “Convertible Note”) in the aggregate principal amount of $120,000,000, which is convertible into shares of common stock, par value $0.00001 per share, of Triangle (the “Common Stock”) as described therein; and

WHEREAS, Triangle has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

1.            Definitions. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Blackout Period” has the meaning set forth in Section 2(a).

“Board” means the board of directors of Triangle.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any day on which banking institutions in the State of Texas are authorized or required by law or governmental action to close.

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

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“Common Stock” has the meaning set forth in the recitals to this Agreement.

“Conversion Shares” means the Common Stock issuable upon conversion of the Convertible Note in accordance with the terms of the Convertible Note (including any Reference Property into which such Convertible Note shall become convertible pursuant to the terms of the Convertible Note).

“Convertible Note” has the meaning set forth in the recitals to this Agreement.

“Demand Notice” has the meaning set forth in Section 2(a).

“Demand Registration” has the meaning set forth in Section 2(a).

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“Effectiveness Period” has the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Holder” means (i) the Purchaser unless and until the Purchaser ceases to hold the Convertible Note or any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 7(e) hereof; provided that any Person referenced in clause (ii) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement.

“Holder Indemnified Persons” has the meaning set forth in Section 5(a).

“Initiating Holder” has the meaning set forth in Section 2(a).

“Losses” has the meaning set forth in Section 5(a).

“Parties” has the meaning set forth in the preamble.

“Person” means an individual or group, 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.

“Piggyback Notice” has the meaning set forth in Section 2(b).

“Piggyback Registration” has the meaning set forth in Section 2(b).

“Piggyback Request” has the meaning set forth in Section 2(b).

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of Triangle, to be threatened.

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“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under 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.

“Purchase Agreement” has the meaning set forth in the recitals to this Agreement.

“Purchaser” has the meaning set forth in the preamble.

“Reference Property” has the meaning set forth in the Convertible Note.

“Registrable Securities” means the Conversion Shares underlying the Convertible Note; provided, however, that Registrable Securities shall not include: (i) any Conversion Shares that have been registered under the Securities Act and disposed of pursuant to an effective registration statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (ii) any Conversion Shares that may be sold or transferred by the Holder thereof under Rule 144 under the Securities Act without any limitation on the volume, timing, recipients or intended method or methods of distribution, including through the use of an underwriter; and (iii) any Conversion Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Expenses” has the meaning set forth in Section 4.

“Registration Statement” means a registration statement in the form required to register the resale of the Registrable Securities under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each 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 such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act.

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“Securities Act” means the Securities Act of 1933, as amended. 

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder.

“Suspension Notice” has the meaning set forth in Section 7(b).

“Suspension Period” has the meaning set forth in Section 7(b).

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“Triangle” has the meaning set forth in the preamble.

“Triangle Indemnified Persons” has the meaning set forth in Section 5(b).

“Triangle Securities” means any equity interest of any class or series in Triangle.

“Underwritten Offering” has the meaning set forth in Section 3(k).

“Underwritten Offering Notice” has the meaning set forth in Section 3(k).

“VWAP” means, as of a specified date and in respect of Registrable Securities, the volume weighted average price for such security on the Trading Market with respect to the Registrable Securities for the five (5) trading days immediately preceding, but excluding, such date.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections and Annexes refer to Sections of and Annexes to this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

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For the avoidance of doubt, where this Agreement refers to allocation of rights on a pro rata basis to holders of Registrable Securities, such allocation shall be determined considering the Convertible Note on an as-converted basis and as adjusted as provided in the Convertible Note. For purposes of this Agreement, holders of the Convertible Note will be deemed to be holders of the number of Conversion Shares issuable upon conversion of the Convertible Note held by such holder based on the Outstanding Balance (as defined in the Convertible Note) at such time. Any limit imposed by the rules of NYSE MKT LLC on the number of Conversion Shares issuable to the Purchaser upon conversion of the Convertible Note will not be taken into account for purposes of this definition. 

2.            Registration.

(a)            Demand Registration.

(i)            Any Holder that holds any Registrable Securities shall have the option and right, exercisable by delivering a written notice to Triangle (a “Demand Notice,” and the Holder that delivers such a Demand Notice, the “Initiating Holder”), to require Triangle to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration. Notwithstanding anything to the contrary herein, in no event shall Triangle be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $30 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice.

(ii)            Within five Business Days of the receipt of the Demand Notice, Triangle shall give written notice of such Demand Notice to all Holders and, as soon as reasonably practicable thereafter, shall, subject to the limitations of this Section 2(a), file a Registration Statement covering all of the Registrable Securities that the Holders shall in writing request (such request to be given to Triangle within three days of receipt of such notice of the Demand Notice given by Triangle pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”).

(iii)            Subject to the other limitations contained in this Agreement, Triangle is not obligated hereunder to effect (A) more than one Demand Registration in any 12 month period, (B) more than a total of three Demand Registrations pursuant to this Agreement and (C) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holders providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice.

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(iv)            Notwithstanding any other provision of this Section 2(a), Triangle shall not be required to effect a registration or file a Registration Statement (or any amendment thereto) for a period of up to 60 days, if (A) the Board determines that a postponement is in the best interest of Triangle and its stockholders generally due to a pending transaction involving Triangle, (B) the Board determines such registration would render Triangle unable to comply with applicable securities laws or (C) the Board determines such registration would require disclosure of material information that Triangle has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that (i) in no event shall any Blackout Period together with any Suspension Period collectively exceed an aggregate of 120 days in any 12 month period, (ii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or any Suspension Period, Triangle shall not engage in any transaction involving the offer, issuance, sale, or purchase of Triangle Securities (whether for the benefit of Triangle or a third Person), except transactions involving the issuance or purchase of Triangle Securities as contemplated by Triangle employee benefit plans or employee or director arrangements or in connection with the conversion or exercise of outstanding securities, including the Convertible Note, and (iii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or (C) or any Suspension Period, Triangle shall not file a registration statement (or any amendment or supplement thereto) for any other holder of registration rights.

(v)            Triangle may include in any such Demand Registration other Triangle Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter, if any, for the Underwritten Offering determines that the type or number of Triangle Securities proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Registrable Securities proposed to be included in such offering, the Registrable Securities to be sold by the Holders shall be included in such registration before any Triangle Securities proposed to be sold for the account of Triangle or any other Person.

(vi)            Subject to the limitations contained in this Agreement, Triangle shall effect any Demand Registration on Form S-3 (except if Triangle is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if Triangle becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to Triangle); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to Triangle that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, Triangle will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.

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(vii)            Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), Triangle shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, Triangle would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

(ix)            In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, Triangle shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall Triangle be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) Triangle has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

(x)            The rights of the Holders under this Section 2(a) shall terminate at such time that both (A) the number of Registrable Securities is less than 3% of the number of outstanding shares of Common Stock (determined considering the Convertible Note on an as-converted basis and as adjusted as provided in the Convertible Note) and (B) such Registrable Securities may be sold or transferred by the Holder thereof under Rule 144 under the Securities Act without any limitation on the volume or timing.

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(b)          Piggyback Registration. 

(i)            If Triangle shall at any time propose to conduct, other than pursuant to any Demand Registration, a public offering of Common Stock for cash (whether in connection with a public offering of Common Stock by Triangle, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), Triangle shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the offering (the “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Triangle shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which Triangle has received written requests within three Business Days after sending the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by Triangle, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Triangle with respect to offerings of Common Stock, all upon the terms and conditions set forth herein.

(ii)            If the Registration Statement under which Triangle gives notice under this Section 2(b) is for an underwritten offering, Triangle shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Triangle. If the managing underwriter or managing underwriters of such offering advise Triangle and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, Triangle shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (i) first, to Triangle, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities such Holder is entitled to include in such registration and, if applicable, to any other holders on whose behalf Triangle filed such Registration Statement and (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of Common Stock such holder is entitled to include in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Triangle and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration.

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(iii)            Triangle shall have the right to terminate or withdraw any registration initiated by it under this Section 2(b) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by Triangle in accordance with Section 4 hereof. 

(iv)            The rights of the Holders under this Section 2(b) shall terminate if the number of Registrable Securities is less than 5% of the number of outstanding shares of Common Stock (determined considering the Convertible Note on an as-converted basis and as adjusted as provided in the Convertible Note).

3.           Registration Procedures.

The procedures to be followed by Triangle and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of Triangle and such Holders, with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

(a)            in connection with a Demand Registration, Triangle will at least two Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement), (i) furnish to such Holders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holders reasonably shall propose prior to the filing thereof.

(b)            in connection with a Piggyback Registration, Triangle will at least two days prior to the anticipated filing of the initial Registration Statement that identifies the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Holders and provide information with respect thereto), (i) furnish to such Holders copies of all Registration Statements that identify the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Holders and provide information with respect thereto) prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holders reasonably shall propose prior to the filing thereof.

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(c)            Triangle will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, 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 held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling Holders but not any comments that would result in the disclosure to such Holders of material and non-public information concerning Triangle.  

(d)            Triangle will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(e)            Triangle will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies Triangle whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case Triangle shall provide true and complete copies thereof and all written responses thereto to each of such Holders that pertain to such Holders as selling Holders); and (C) with respect to each such Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by Triangle 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; and (v) of the occurrence of any event or passage of time that makes any statement made in such 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 such Registration Statement, Prospectus or other documents so that, in the case of such 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 the light of the circumstances under which they were made, not misleading (provided, however, that no notice by Triangle shall be required pursuant to this clause (v) in the event that Triangle either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

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(f)            Triangle will use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order 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, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over. 

(g)            During the Effectiveness Period, Triangle will furnish to each such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that Triangle will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(h)            Triangle will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by Triangle for use and each amendment or supplement thereto as such Holder may reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, including Section 7(b), Triangle 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.

(i)            Triangle will cooperate with such Holders 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 of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by Triangle’s transfer agent, Triangle will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement.

(j)            Upon the occurrence of any event contemplated by Section 3(e)(v), subject to Section 2(a)(iv) and this Section 3(j), as promptly as reasonably practicable, Triangle will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected 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, no Registration Statement nor any 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 the light of the circumstances under which they were made, not misleading.

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(k)            Such Holders may distribute the Registrable Securities by means of an underwritten offering; provided that (i) in the case of a Demand Registration, (A) the Initiating Holder provides written notice to Triangle of its intention to distribute Registrable Securities by means of an underwritten offering, which for the avoidance of doubt may be made at a date later than the original Demand Notice (the “Underwritten Offering Notice” and such underwritten offering being referred to herein as an “Underwritten Offering”) and (B) Holders (including the Initiating Holder) having an aggregate value of at least $30 million based on the VWAP of such Registrable Securities as of the date of such Underwritten Offering Notice desire to participate in such Underwritten Offering and, in the case of a Piggyback Registration, the electing Holders must include their Registrable Securities in an underwritten offering if the Piggyback Notice so requires, (ii) the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (iii) the managing underwriter or managing underwriters thereof shall be designated by the Initiating Holder in the case of a Demand Registration (provided, however, that such designated managing underwriter or managing underwriters shall be reasonably acceptable to Triangle) or by Triangle in the case of a registration initiated by Triangle, (iv) each Holder participating in such underwritten offering agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (v) each Holder participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Triangle hereby agrees with each Holder that, in connection with any Underwritten Offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. Notwithstanding the foregoing, Triangle is not obligated to effect more than (A) one Underwritten Offering in any 12 month period and (B) a total of three Underwritten Offering pursuant to this Agreement. If, in the case of an Underwritten Offering, the managing underwriter advises Triangle that the inclusion of all of the Holders’ Registrable Securities in the subject Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Registrable Securities proposed to be included in such Underwritten Offering, then Triangle shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the Underwritten Offering shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the Underwritten Offering. In the event that the managing underwriter limits the number of Registrable Securities to be included in the Underwritten Offering pursuant to this Section 3(k) such that at least two-thirds of the aggregate Registrable Securities set forth in such Holders’ written requests pursuant to this Section 3(k) are included in the Underwritten Offering, such Underwritten Offering shall not be considered to be an Underwritten Offering for purposes of the limitations set forth in this Section 3(k).

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(l)            In the event such Holders seek to complete an Underwritten Offering, for a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, Triangle will make available upon reasonable notice at Triangle’s principal place of business or such other reasonable place for inspection during normal business hours by the managing underwriter or managing underwriters selected in accordance with Section 3(k) such financial and other information and books and records of Triangle, and cause the officers, employees, counsel and independent certified public accountants of Triangle to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act.

(m)            In connection with any Demand Registration, Triangle will use commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.

(n)            Triangle may require the Holder to furnish to Triangle any other information regarding the Holder and the distribution of such securities as Triangle reasonably determines is required to be included in any Registration Statement.

4.            Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration or Piggyback Registration (in each case, excluding any Selling Expenses) shall be borne by Triangle, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Triangle Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for Triangle, (v) Securities Act liability insurance, if Triangle so desires such insurance, (vi) fees and expenses of all other Persons retained by Triangle in connection with the consummation of the transactions contemplated by this Agreement and (vii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.” In addition, Triangle shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market.

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5.            Indemnification.

(a)            Triangle shall indemnify and hold harmless each Holder, its Affiliates and each of their respective officers and directors and any Person who controls any such Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if Triangle authorized the use of such preliminary prospectus prior to the Effective Date), or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by Triangle) or in any amendment or supplement thereto (if used during the period Triangle is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that Triangle shall not be liable to any Holder Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to Triangle by or on behalf of such Holder Indemnified Person or any underwriter specifically for use in the preparation thereof. Triangle shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which Triangle is aware in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, this Section 5 shall survive any termination or expiration of this Agreement indefinitely.

(b)            In connection with any Registration Statement in which a Holder participates, such Holder shall indemnify and hold harmless Triangle, its Affiliates and each of their respective officers, directors and any Person who controls Triangle (within the meaning of the Securities Act) and any agent thereof (collectively, the “Triangle Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period Triangle is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Holder furnished in writing to Triangle by such Holder for use therein.

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(c)            Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder. 

6.            Facilitation of Sales Pursuant to Rule 144. To the extent it shall be required to do so under the Exchange Act, Triangle shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, Triangle shall deliver to such Holder a written statement as to whether it has complied with such requirements.

7.            Miscellaneous.

(a)            Remedies. In the event of a breach by Triangle of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Triangle 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 further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)            Discontinued Disposition. Each Holder agrees that, upon receipt of a notice from Triangle of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e) (a "Suspension Notice"), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by Triangle that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension Period”).  Triangle may provide appropriate stop orders to enforce the provisions of this Section 7(b).

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(c)            Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by Triangle and Holders that hold a majority of the Registrable Securities as of the date of such waiver or amendment. Triangle shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(d)            Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 7(d) prior to 5:00 p.m. (Denver Time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (Denver Time) on any date and earlier than 11:59 p.m. (Denver Time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to Triangle:	Triangle Petroleum Corporation
	Attention: Justin Bliffen
	1200 17th Street, Suite 2600
	Denver, Colorado 80202
	Fax: (303) 260-5080
	Electronic mail: jbliffen@trianglepetroleum.com
If to the Purchaser or any of its Affiliates:	c/o Natural Gas Partners
	Attention: Craig Glick
	125 E. John Carpenter Fwy., Suite 600
	Irving, Texas 75062
	Fax: (972) 432-1441
	Electronic mail: cglick@ngptrs.com
If to any other Person who is then the registered Holder:	To the address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing hereafter, in the same manner, by such Person.

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(e)            Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 7(e), this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of Triangle and the Purchaser. Notwithstanding anything in the foregoing to the contrary, the registration rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided (i) Triangle is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. Triangle may not assign its respective rights or obligations hereunder without the prior written consent of the Purchaser.

(f)            Third Party Beneficiaries. Other than the Holders (other than the Purchaser), there are no third party beneficiaries having rights under or with respect to this Agreement.

(g)            Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(h)            Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(i)            Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

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(j)            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 shall use their 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.

(k)            Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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

TRIANGLE PETROLEUM CORPORATION
By:	/s/ Jonathan Samuels
Name:	Jonathan Samuels
Title:	President and Chief Executive Officer
NGP TRIANGLE HOLDINGS, LLC
By:	NGP Natural Resources X, L.P., its managing member
By:	G.F.W. Energy X, L.P., its general partner
By:	GFW X, L.L.C., its general partner
By:	/s/ Kenneth A. Hersh
Name:	Kenneth A. Hersh
Title:	Authorized Member

Signature Page to Registration Rights Agreement 

EX-10.1

EXHIBIT 10.1

NOTE PURCHASE AGREEMENT

between

TRIANGLE PETROLEUM CORPORATION

and

NGP TRIANGLE HOLDINGS, LLC

dated as of July 31, 2012

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Accounting Procedures and Interpretation	6
ARTICLE II
AGREEMENT TO SELL AND PURCHASE
Section 2.01	Sale and Purchase	6
Section 2.02	Closing	6
Section 2.03	Triangle Closing Deliverables	7
Section 2.04	Purchaser Closing Deliverables	8
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF TRIANGLE
Section 3.01	Formation and Qualification	8
Section 3.02	Ownership of Subsidiaries	9
Section 3.03	No Other Subsidiaries	9
Section 3.04	Authorization; Enforceability; Valid Issuance.	9
Section 3.05	Capitalization; No Preemptive Rights, Registration Rights or Options.	10
Section 3.06	No Breach	11
Section 3.07	No Approvals	11
Section 3.08	Compliance with Laws and Agreements.	11
Section 3.09	Corporate Records	11
Section 3.10	Triangle SEC Documents; Triangle Financial Statements.	12
Section 3.11	Books and Records; Sarbanes-Oxley Compliance.	13
Section 3.12	No Material Adverse Change	13
Section 3.13	Solvency	14
Section 3.14	Title to Property.	14
Section 3.15	Reserve Engineers; Reserve Estimates.	15
Section 3.16	Insurance	15
Section 3.17	Litigation	15
Section 3.18	Labor, Employment and Benefit Matters.	16
Section 3.19	Tax Returns.	17
Section 3.20	Environmental Matters	18
Section 3.21	Permits	18
Section 3.22	Foreign Corrupt Practices Act; Money Laundering.	19
Section 3.23	NYSE MKT Listing	19
Section 3.24	Related Party Transactions	19

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Section 3.25	Control Share Acquisition and Business Combinations	19
Section 3.26	Investment Company	19
Section 3.27	Certain Fees	20
Section 3.28	Form S-3 Eligibility	20
Section 3.29	Required Stockholder Vote	20
Section 3.30	Private Placement	20
Section 3.31	Other Regulatory Compliance	20
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 4.01	Existence	20
Section 4.02	Authorization; Enforceability	20
Section 4.03	No Breach	21
Section 4.04	Certain Fees.	21
Section 4.05	Unregistered Securities.	21
Section 4.06	Limitation on Conversion	23
ARTICLE V
COVENANTS
Section 5.01	Stockholder Vote with Respect to Conversion; Listing on NYSE MKT.	23
Section 5.02	Control Share Acquisition and Business Combinations; Stockholder Rights Plans	25
Section 5.03	HSR Compliance	25
Section 5.04	Further Assurances; Listing of Underlying Shares	25
Section 5.05	Section 16(b) Matters	25
ARTICLE VI
INDEMNIFICATION, COSTS AND EXPENSES
Section 6.01	Indemnification by Triangle	26
Section 6.02	Indemnification by the Purchaser	26
Section 6.03	Indemnification Procedure.	27
Section 6.04	Tax Matters	28
Section 6.05	Exclusive Remedy	28
ARTICLE VII
MISCELLANEOUS
Section 7.01	Fees and Expenses	28
Section 7.02	Interpretation.	28
Section 7.03	Survival of Provisions	29
Section 7.04	No Waiver; Modifications in Writing.	29
Section 7.05	Binding Effect; Assignment.	30
Section 7.06	Non-Disclosure	30

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Section 7.07	Communications	30
Section 7.08	Removal of Legend.	32
Section 7.09	Entire Agreement	32
Section 7.10	Governing Law; Submission to Jurisdiction	32
Section 7.11	Waiver of Jury Trial	33
Section 7.12	Execution in Counterparts	33

Schedules

Exhibit A	Convertible Note
Exhibit B	Registration Rights Agreement
Exhibit C	Investment Agreement
Exhibit D	Opinion of Counsel for Triangle

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT, dated as of July 31, 2012 (this “Agreement”), is entered into by and between Triangle Petroleum Corporation, a Nevada corporation (“Triangle”), and NGP Triangle Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, at the Closing (as defined below), and in accordance with the provisions of this Agreement, Triangle desires to sell and issue to the Purchaser, and the Purchaser desires to purchase from Triangle, a convertible promissory note for the initial principal amount of $120,000,000 in the form attached hereto as Exhibit A (the “Convertible Note”), which is convertible into shares of common stock, par value $0.00001 per share, of Triangle (“Common Stock”), which number of shares of Common Stock is initially limited to an amount equal to 19.9% of the outstanding shares of Common Stock, in accordance with the terms and upon the conditions of the Convertible Note; and

WHEREAS, contemporaneous with the execution of this Agreement, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which Triangle will agree to provide certain registration rights concerning the Conversion Shares (as defined below) under the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the rules and regulations of the Commission (as defined below) promulgated thereunder, and applicable state securities laws; and

WHEREAS, contemporaneous with the execution of this Agreement, the parties hereto will execute and deliver an Investment Agreement, in the form attached hereto as Exhibit C (the “Investment Agreement”), pursuant to which the Purchaser will be granted certain rights to designate a member of the Board (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01     Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, however, that “Affiliate” shall not be deemed to include any portfolio company in which the Purchaser or any of its investment fund Affiliates have made a debt or equity investment.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Board” means the Board of Directors of Triangle or any duly authorized committee thereof.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or day on which banking institutions in the State of Texas are authorized or required by Law or other governmental action to close.

“Closing” shall have the meaning specified in Section 2.02.

“Code” shall have the meaning specified in Section 3.18(b).

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” shall have the meaning specified in the recitals to this Agreement.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Conversion Shares” means the Common Stock issuable upon conversion of the Convertible Note in accordance with the terms of the Convertible Note.

“Convertible Note” shall have the meaning specified in the recitals to this Agreement.

“Environmental Law” means any Law, Environmental Permit, obligation required by common law and other legally enforceable requirements applicable to the Triangle Entities or the operation of their business relating to the protection of human health and safety (to the extent such health or safety relate to exposure to Hazardous Materials), the environment and natural resources (including, any natural resource damages, any generation, manufacture, processing, use, storage, treatment, disposal, release, threatened release, discharge, or emission of Hazardous Materials into the environment, and any exposure to Hazardous Materials), including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Occupational Safety and Health Act (29 C.F.R. part 24 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.).

“Environmental Permits” means all permits, approvals, identification numbers, registrations, consents, licenses, exemptions, variances and governmental authorizations required under or issued pursuant to any applicable Environmental Law.

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“ERISA” shall have the meaning specified in Section 3.18(b).

“ERISA Affiliate” shall have the meaning specified in Section 3.18(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“FCPA” shall have the meaning specified in Section 3.22(a).

“First Stockholders Meeting” shall have the meaning specified in Section 5.01(a).

“GAAP” means generally accepted accounting principles and practices as in the United States of America as of the period presented.

“Governmental Authority” means, with respect to a particular Person, any state, county, city and political subdivision of the United States in which such Person or such Person’s property or assets is located or which exercises valid jurisdiction over any such Person or such Person’s property or assets, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s property or assets. Unless otherwise specified, all references to Governmental Authority herein with respect to Triangle means a Governmental Authority having jurisdiction over the Triangle Entities or any of their respective properties or assets.

“Hazardous Material” means any substance regulated by or as to which liability arises under any applicable Environmental Law including any: (i) chemical, product, material, substance or waste defined as “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (ii) petroleum hydrocarbons, petrochemical or petroleum products, petroleum substances, natural gas and crude oil or any components, fractions or derivatives thereof; and (iii) asbestos containing materials, polychlorinated biphenyls, urea formaldehyde foam insulation, or radon gas.

“HSR Act” shall have the meaning specified in Section 3.07.

“Indemnified Party” shall have the meaning specified in Section 6.03(b).

“Indemnifying Party” shall have the meaning specified in Section 6.03(b).

“Investment Agreement” shall have the meaning specified in the recitals to this Agreement.

“Knowledge” means, with respect to Triangle, the actual knowledge of Jonathan Samuels, Joseph Feiten or Justin Bliffen.

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“Law” means any applicable federal, state or local order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lien” means any lien, pledge, condemnation award, claim, restriction, easement, covenant, exception to title, charge, preferential purchase right, equity, security interest, exclusive license, mortgage, deed of trust, hypothecation or encumbrance of any nature whatsoever including as a statutory landlord lien.

“Money Laundering Laws” shall have the meaning specified in Section 3.22(b).

“Nevada Corporations Code” shall mean Title 7, Chapter 78 of the Nevada Revised Statutes and the provisions of Chapter 92A of the Nevada Revised Statutes applicable to corporations.

“NYSE MKT” means NYSE MKT LLC.

“Organizational Documents” means, with respect to a particular Person (other than a natural person), the certificate or articles of incorporation, certificate or articles of organization, certificate of formation, bylaws, limited liability company agreement, limited partnership agreement, operating agreement or similar organizational document or agreement, as applicable, of such Person.

“Permits” shall have the meaning specified in Section 3.21.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, Governmental Authority or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Plan” shall have the meaning specified in Section 3.18(b).

“Proposal” shall have the meaning specified in Section 5.01(a).

“Proxy Statement” shall have the meaning specified in Section 5.01(b).

“Purchase Price” means $120,000,000.

“Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Purchaser Related Parties” shall have the meaning specified in Section 6.01.

“Registration Rights Agreement” shall have the meaning specified in the recitals to this Agreement.

“Representatives” means, with respect to a specified Person, the officers, directors, managers, employees, agents, counsel, accountants, investment bankers, and other representatives of such Person and, when used with respect to the Purchaser, also includes the Purchaser’s direct and indirect stockholders, partners, members, subsidiaries, parent companies and other Affiliates.

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“Ryder Scott” shall have the meaning specified in Section 3.15(a).

“Securities Act” shall have the meaning specified in the recitals to this Agreement.

“Solvent” shall have the meaning specified in Section 3.13.

“Stockholder Approval” shall have the meaning specified in Section 5.01(a).

“Stockholders” means holders of Common Stock.

“Stockholders Meeting” shall have the meaning specified in Section 5.01(a).

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person, or a Subsidiary of such Person, is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have ordinary voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Subsidiary Organizational Documents” means the Organizational Documents of the Triangle Subsidiaries.

“Taxes” shall have the meaning specified in Section 3.19(b).

“Tax Return” shall have the meaning specified in Section 3.19(b).

“Third Party Claim” shall have the meaning specified in Section 6.03(b).

“Transaction Documents” means, collectively, this Agreement, the Convertible Note, the Registration Rights Agreement and the Investment Agreement.

“Triangle” has the meaning set forth in the introductory paragraph of this Agreement.

“Triangle Credit Agreement” shall have the meaning specified in Section 3.02.

“Triangle Entities” means the entities listed on Schedule I to this Agreement.

“Triangle Financial Statements” shall have the meaning specified in Section 3.10(a).

“Triangle Material Adverse Effect” means any event, circumstance or condition that has a material and adverse effect on (i) the assets, liabilities, condition (financial or other), business, results of operations, affairs or prospects of the Triangle Entities taken as a whole; or (ii) the ability of Triangle to consummate the transactions under any Transaction Document to which it is a party.

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“Triangle Organizational Documents” means the Organizational Documents of Triangle.

“Triangle Related Parties” shall have the meaning specified in Section 6.02.

“Triangle SEC Disclosure” shall mean the disclosure included in the Triangle SEC Documents, but excluding any risk factor disclosure contained in any such Triangle SEC Document under the heading “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or similar heading and excluding any information set forth in any exhibit thereto.

“Triangle SEC Documents” shall have the meaning specified in Section 3.10(a).

“Triangle Subsidiaries” means the entities designated as “Triangle Subsidiaries” on Schedule I to this Agreement.

Section 1.02      Accounting Procedures and Interpretation. Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchaser under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01     Sale and Purchase. Pursuant to the terms of this Agreement, at the Closing: (i) Triangle hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from Triangle, the Convertible Note; and (ii) as consideration for the issuance and sale of the Convertible Note to the Purchaser, the Purchaser hereby agrees to pay Triangle the Purchase Price.

Section 2.02     Closing. Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Convertible Note hereunder (the “Closing”) is taking place concurrently with the execution and delivery of this Agreement. The Closing under this Agreement shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1000 Louisiana, Suite 6800, Houston, Texas 77002. The parties agree that the Closing may occur via delivery of facsimiles or photocopies (via actual delivery or electronically via electronic mail) of the Transaction Documents and the closing deliverables contemplated by the Transaction Documents; provided, however, that the parties shall prepare, and the Purchaser shall hold, only one original of the Convertible Note. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken.

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Section 2.03       Triangle Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at the Closing, Triangle is delivering (or causing to be delivered) the following:

(a)          the Convertible Note, which shall have been duly executed by Triangle;

(b)          a certificate of the Secretary or Assistant Secretary of Triangle, dated as of the date hereof, certifying as to and attaching: (i) the Bylaws of Triangle, as amended, (ii) the resolutions of the Board authorizing the Transaction Documents and the transactions contemplated thereby, including the issuance of the Convertible Note and (iii) the incumbency of the officers executing the Transaction Documents;

(c)          copies of the Articles of Incorporation, Certificate of Formation or Certificate of Incorporation, as the case may be, and all amendments thereto, of each of the Triangle Entities, certified by the Secretary of State (or corresponding governmental official) of its jurisdiction of formation and dated as of a recent date;

(d)          certificates, dated as of a recent date, from the Secretary of State (or corresponding governmental official) of the jurisdiction of formation of each of the Triangle Entities evidencing that such Triangle Entity is in good standing in such jurisdiction;

(e)          certificates, dated as of a recent date, of the Secretary of State (or corresponding governmental official) of each of the jurisdictions listed under “Foreign Qualifications” on Schedule I to this Agreement evidencing the qualification and good standing in such jurisdiction of each of the Triangle Entities as a foreign limited liability company or foreign corporation, as the case may be;

(f)          the cross-receipt executed by Triangle and delivered to the Purchaser certifying that it has received the Purchase Price;

(g)          the Registration Rights Agreement, which shall have been duly executed by Triangle;

(h)          the Investment Agreement, which shall have been duly executed by Triangle;

(i)          a written opinion of outside counsel for Triangle in substantially the form attached hereto as Exhibit D; and

(j)          all other documents, instruments and writings required to be delivered by Triangle at the Closing under the Transaction Documents.

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Section 2.04        Purchaser Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser is delivering (or causing to be delivered) the following:

(a)          the Purchase Price, in immediately available U.S. funds via wire transfer to an account designated by Triangle;

(b)          the Registration Rights Agreement, which shall have been duly executed by the Purchaser;

(c)          the Investment Agreement, which shall have been duly executed by the Purchaser and NGP Parent (as defined in the Investment Agreement);

(d)          a cross-receipt executed by the Purchaser and delivered to Triangle certifying that it has received the Convertible Note; and

(e)          all other documents, instruments and writings required to be delivered by the Purchaser at the Closing under the Transaction Documents.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TRIANGLE

Except as otherwise disclosed in any Triangle SEC Disclosure contained in the Triangle SEC Documents furnished or filed with the Commission after January 31, 2012 and prior to the date hereof, and except as set forth in the Schedules, which Schedules shall be deemed a part hereof (it being understood that (i) the matters disclosed for the purpose of one section or subsection of the Schedules shall constitute disclosure of such matters for the purposes of other sections or subsections hereof to the extent that such relevance to such other sections or subsections is reasonably apparent (ii) the duplication or cross-referencing of any disclosures made in the Schedules shall not, in any instance or in the aggregate, effect a waiver of the foregoing statement and (iii) the inclusion of an item in the Schedules shall not be deemed to be an admission of the materiality thereof), Triangle represents and warrants to the Purchaser, on and as of the date of this Agreement, as follows:

Section 3.01         Formation and Qualification. Each of the Triangle Entities has been duly formed and is validly existing in good standing under the Laws of its jurisdiction of formation, and is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company, limited partnership or general partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to so register or qualify would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. Each of the Triangle Entities has all corporate or limited liability company, as the case may be, power and authority necessary to own or lease its properties and assets currently owned or leased and to conduct its business as currently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. None of the Triangle Entities is in violation of its applicable Organizational Documents.

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Section 3.02         Ownership of Subsidiaries. Except as described on Schedule 3.02, Triangle directly or indirectly owns 100% of the issued and outstanding capital stock or membership interests, as the case may be, of the Triangle Subsidiaries free and clear of all Liens except for Liens created pursuant to the Credit Agreement dated as of April 12, 2012 among Triangle USA Petroleum Corporation, as the borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender, arranger and sole bookrunner, and the other lenders party thereto (the “Triangle Credit Agreement”). Such capital stock or limited liability company interests, as the case may be, of the Triangle Subsidiaries have been duly authorized and validly issued and, with respect to any capital stock, are fully paid and non-assessable.

Section 3.03         No Other Subsidiaries. Other than its ownership interests in the Triangle Subsidiaries, Triangle does not own, directly or indirectly, any equity or long-term debt securities of any other Person.

Section 3.04         Authorization; Enforceability; Valid Issuance.

(a)          Triangle has all requisite corporate power and authority and has taken all requisite corporate action necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of Triangle under the Transaction Documents, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Convertible Note and the Conversion Shares in accordance with and upon the terms and conditions set forth in the Transaction Documents, subject to the approval of the Proposal (as defined below). The Transaction Documents have been duly authorized and validly executed and delivered by Triangle, and assuming due authorization, execution and delivery by the Purchaser, the Transaction Documents will constitute valid and binding obligations of Triangle enforceable against Triangle in accordance with their terms; provided, that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (ii) public policy, applicable Law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.

(b)          Upon issuance in accordance with the Convertible Note, the Conversion Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free of any and all Liens, other than (i) restrictions on transfer under applicable state and federal securities Laws and the Transaction Documents and (ii) such Liens as are created by or related to the Purchaser. Triangle has reserved and made available out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock for issuance upon conversion of the Convertible Note (based on the Outstanding Balance (as defined in the Convertible Note) as of the date hereof) in accordance with its terms, and such shares of Common Stock are free and clear of all Liens, other than (i) restrictions on transfer under applicable state and federal securities Laws and the Transaction Documents and (ii) such Liens as are created by or related to the Purchaser.

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Section 3.05         Capitalization; No Preemptive Rights, Registration Rights or Options.

(a)          Schedule 3.05(a) sets forth, as of the date hereof, (a) the authorized capital stock of Triangle, (b) the number of shares of capital stock of Triangle issued and outstanding, (c) the number of shares of capital stock issuable pursuant to Triangle’s employee benefits or other compensation plans, and (d) the number of shares of capital stock of Triangle issuable or reserved for issuance pursuant to warrants, options, convertible securities or other rights (other than the Convertible Note) exercisable for, or convertible into or exchangeable for any shares of capital stock of Triangle. All of the issued and outstanding shares of Triangle’s capital stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of capital stock of Triangle were issued in violation of the preemptive or similar rights of any security holder of Triangle or in violation of any applicable state or federal securities Laws. No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Stockholders have the right to vote are issued or outstanding.

(b)          Except as contemplated by the Transaction Documents, no Person is entitled to preemptive or similar rights with respect to any securities of any of the Triangle Entities. Except as described on Schedule 3.05(b) or as contemplated by the Transaction Documents, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which any of the Triangle Entities is or may be obligated to issue any equity securities of any kind. Except as contemplated by the Transaction Documents, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among any of the Triangle Entities and any of the security holders of any of the Triangle Entities relating to the securities of the Triangle Entities held by them. Except as provided in the Registration Rights Agreement, no Person has the right to require any of the Triangle Entities to register any securities of any of the Triangle Entities under the Securities Act, whether on a demand basis or in connection with the registration of securities of any of the Triangle Entities for their own account or for the account of any other Person.

(c)          The issuance and sale of the Convertible Note and the conversion thereof into Conversion Shares pursuant to the terms of the Convertible Note will not obligate any of the Triangle Entities to issue shares of capital stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Triangle does not have outstanding shareholder purchase rights, a “poison pill” or any similar arrangement.

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Section 3.06        No Breach. None of the execution, delivery and performance of the Transaction Documents by Triangle or the consummation of the transactions contemplated by the Transaction Documents (including the issuance and sale of the Convertible Note pursuant to this Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Note) (i) conflicts or will conflict with or constitutes or will constitute a violation of any of the provisions of the Triangle Organizational Documents or the Subsidiary Organizational Documents, (ii) requires any consent, approval or notice under or results in a breach or violation of, or constitutes a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any of the terms and provisions of any Contract to which any of the Triangle Entities is a party or by which any of them or any of their respective properties or assets may be bound, (iii) violates or will violate any Law of any Governmental Authority or (iv) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Triangle Entities; except in the cases of clauses (ii) - (iv), where such conflicts, breaches, violations or Liens would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect.

Section 3.07       No Approvals. Except for (i) the approvals required by the Commission in connection with any registration statement filed under the Registration Rights Agreement and (ii) filings as may be required to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration of any waiting period relating thereto prior to conversion of the Convertible Note into Conversion Shares, no consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required in connection with the execution, delivery and performance by Triangle of each of the Transaction Documents or the consummation by Triangle of the transactions contemplated by the Transaction Documents, including the sale of the Convertible Note pursuant to this Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Note.

Section 3.08         Compliance with Laws and Agreements.

(a)          Except as described on Schedule 3.08, each of the Triangle Entities is in compliance (i) with all terms, covenants and conditions contained in any Contract to which it is a party or by which it is bound or to which any of its properties or assets is subject and (ii) with all Laws of any Governmental Authority applicable to its business, operations, properties or assets, except in each case where the failure to be in compliance would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. None of the Triangle Entities has received written notice of any material violation of any Law.

(b)          To the Knowledge of the Triangle Entities, all third parties to any Contract to which any of the Triangle Entities is a party or by which any of them is bound or to which any of their properties or assets is subject are in compliance with all terms, covenants and conditions contained in each such Contract, except where the failure to be in compliance would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect.

Section 3.09       Corporate Records. The minute books of each of the Triangle Entities have been made available to the Purchaser, and such books (i) reflect all meetings and actions of the board of directors (including each board committee) and stockholders (or analogous governing bodies or interest holders) of each of the Triangle Entities since the time of its respective organization through the date of the latest meeting and action, and (ii) accurately in all material respects reflect all transactions referred to in such minutes.

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Section 3.10        Triangle SEC Documents; Triangle Financial Statements.

(a)          Triangle has timely filed or furnished with the Commission all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Exchange Act or the Securities Act since February 1, 2010 (all such documents, collectively, the “Triangle SEC Documents”). The Triangle SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Triangle Financial Statements”), at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Triangle SEC Document filed or furnished prior to the date hereof) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made) not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) in the case of the Triangle Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (v) in the case of the Triangle Financial Statements, fairly present the financial condition, results of operations and cash flows of Triangle and its Subsidiaries as of the dates and for the periods indicated.

(b)          KPMG LLP, who have audited and reviewed certain Triangle Financial Statements and audited the effectiveness of Triangle’s internal control over financial reporting and, expressed an unqualified opinion on management’s assessment thereof, are (i) independent public accountants as required by the Securities Act and (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X. KPMG LLP is a registered public accounting firm as defined by the Public Company Accounting Oversight Board. Except as described on Schedule 3.10, since February 1, 2010, (i) Triangle has not been advised of (A) any significant deficiency or material weakness in the design or operation of internal controls that could adversely affect Triangle’s internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Triangle’s internal controls, and (ii) there have been no changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to any significant deficiency or material weakness.

(c)          Triangle has provided to the Purchaser copies of all issued auditors’ reports received since February 1, 2010, in each case to the extent relating to the business of the Triangle Entities and the operation thereof. Except as described on Schedule 3.10, since February 1, 2010, Triangle has not received any letters to management regarding accounting practices and systems of internal controls. Since February 1, 2010, none of the Triangle Entities nor, to Triangle’s Knowledge, any director, officer, employee, auditor, accountant or representative of any of the Triangle Entities has received any complaint, allegation, assertion or claim, in each case of a material nature, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Triangle Entities or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that any Triangle Entity has engaged in questionable accounting or auditing practices.

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Section 3.11         Books and Records; Sarbanes-Oxley Compliance.

(a)          Each of the Triangle Entities (i) makes and keeps accurate books and records and (ii) maintains and has maintained effective internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of Triangle's consolidated financial statements in conformity with GAAP and to maintain accountability for its assets, (C) access to the Triangle Entities’ assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Triangle Entities’ assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Triangle is not aware of any failures of such internal accounting controls that are material or that would be required to be disclosed pursuant to any applicable Law.

(b)          Triangle has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act), such disclosure controls and procedures are designed to ensure that the information required to be disclosed by Triangle in the reports it files or submits under the Exchange Act is accumulated and communicated to management of Triangle, including its principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and such disclosure controls and procedures are effective in alerting Triangle in a timely manner to material information required to be disclosed in Triangle’s reports filed with the Commission.

(c)          To the Knowledge of Triangle, there is and has been no failure on the part of Triangle or any of Triangle’s directors or officers, in their capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

Section 3.12       No Material Adverse Change. Except as described on Schedule 3.12, since January 31, 2012, there has not been (i) any change, development, condition, circumstance, occurrence or event that has had or is reasonably likely to have a Triangle Material Adverse Effect, (ii) any transaction that is material to the Triangle Entities taken as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by any of the Triangle Entities that is material to the Triangle Entities taken as a whole, (iv) any change in the capital stock, membership or other equity interests or outstanding indebtedness of any of the Triangle Entities that is material to the Triangle Entities taken as a whole, (v) any dividend or distribution of any kind declared, paid or made on the capital stock of Triangle or (vi) any material change in Triangle’s accounting or tax principles, practices or methods.

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Section 3.13         Solvency. Immediately after the consummation of the issuance and sale of the Convertible Note in accordance with the terms of this Agreement, Triangle will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Triangle Entities are not less than the total amount required to pay the probable liabilities of Triangle on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Triangle Entities are able to realize upon their assets and pay their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Convertible Note as contemplated by this Agreement, the Triangle Entities have not incurred debts or liabilities beyond their ability to pay as such debts and liabilities mature, (iv) the Triangle Entities are not engaged in any business or transaction, and are not about to engage in any business or transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Triangle Entities are engaged, and (v) the Triangle Entities are not a defendant in any civil action that could result in a judgment that the Triangle Entities are or would become unable to satisfy. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Section 3.14        Title to Property.

(a)          Except as described on Schedule 3.14, other than to the extent such would not, individually or in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, each of the Triangle Entities has good and marketable title to all real property (other than oil and gas properties) and personal property owned by them and valid, legal and defensible title to the interests in oil and gas properties underlying the estimates of the Triangle Entities’ proved reserves set forth in Triangle’s most recently-filed Form 10-K, as amended, in each case free and clear of all Liens except (i) Liens arising under or securing indebtedness incurred under the Triangle Credit Agreement or (ii) Liens that do not materially affect the value of such properties taken as a whole.

(b)          Other than to the extent such would not, individually or in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, all real property and buildings held under lease by the Triangle Entities are held by them under valid, subsisting and enforceable leases, and the working interests derived from oil, gas and mineral leases or mineral interests held or leased by the Triangle Entities give the Triangle Entities the right to explore, develop and produce hydrocarbons from such properties consistent with standard industry practices. The care taken by the Triangle Entities with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices in the areas in which the Triangle Entities operate for acquiring or procuring leases and mineral interests therein to explore, develop and produce hydrocarbons. No real property (including oil, gas and mineral leases and mineral interests) owned, leased, licensed or used by the Triangle Entities lies in an area which is, or to the Knowledge of the Triangle Entities will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another Person or its ownership, leasing, licensing, or use of any real or personal property (including oil, gas and mineral leases and mineral interests) exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such property in the business of the Triangle Entities as presently conducted or as the Triangle SEC Documents indicate they contemplate conducting.

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(c)          As of the date hereof, (i) all royalties, rentals, deposits and other amounts owed under the oil and gas leases constituting the oil and gas properties of the Triangle Entities have been properly and timely paid (other than amounts held in suspense accounts pending routine payments or related to disputes about the proper identification of royalty owners), and no material amount of proceeds from the sale or production attributable to the oil and gas properties of the Triangle Entities are currently being held in suspense by any purchaser thereof, and (ii) there are no claims under take-or-pay contracts pursuant to which natural gas purchasers have any make-up rights affecting the interests of the Triangle Entities in their oil and gas properties, except in each case where such failure to pay or claim would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect.

Section 3.15        Reserve Engineers; Reserve Estimates.

(a)          Ryder Scott Company, L.P. (“Ryder Scott”), who issued a report with respect to the Triangle Entities’ oil and natural gas reserves at January 31, 2012, has represented to Triangle that it is, and to the Knowledge of Triangle is, an independent petroleum engineer with respect to Triangle.

(b)          The oil and gas reserve estimates of the Triangle Entities included in Triangle’s most recently-filed Form 10-K, as amended, have been prepared by independent reserve engineers in accordance with Commission guidelines applied on a consistent basis throughout the periods involved, and Triangle has no reason to believe that such estimates do not fairly reflect the oil and gas reserves of the Triangle Entities as of the dates indicated. Other than normal production of the reserves and intervening market commodity price fluctuations, and except as described in Triangle’s most recently-filed Form 10-K, as amended, Triangle is not aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the aggregate present value of future net cash flows therefrom, as described in Triangle’s most recently-filed Form 10-K, as amended.

Section 3.16       Insurance. The Triangle Entities are insured by insurers in such amounts as Triangle believes are adequate for the conduct of their business and as Triangle believes are customary for the business in which they are engaged. All such policies of insurance insuring the Triangle Entities are in full force and effect and the Triangle Entities have no reason to believe that any of them will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. There are no material claims by any of the Triangle Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause.

Section 3.17      Litigation. Except as described on Schedule 3.17, there are no actions, suits, claims, investigations or proceedings pending or, to the Knowledge of Triangle, threatened, to which any of the Triangle Entities is or would be a party or of which any of their respective properties or assets is or would be subject at Law or in equity, before or by any Governmental Authority, or before or by any self-regulatory organization or other non-governmental regulatory authority (including NYSE MKT), which are reasonably likely to, individually or in the aggregate, have a Triangle Material Adverse Effect.

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Section 3.18        Labor, Employment and Benefit Matters.

(a)          None of the Triangle Entities have agreed to recognize any union or other collective bargaining representative, and no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of their employees. To the Knowledge of Triangle, no union organizational campaign or representation petition is currently pending with respect to any of the employees of the Triangle Entities. None of the Triangle Entities are party to or bound by any collective bargaining agreement or labor contract or individual agreement applicable to any employees of the Triangle Entities. No collective bargaining agreements or other labor contract relating to employees of the Triangle Entities are being negotiated. Except for such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, none of the Triangle Entities are subject to any consent decree with any Governmental Authority or arbitrator relating to claims of unfair labor practices, employment discrimination, or other claims with respect to employment and labor practices and policies, and no Government Authority or arbitrator has issued a judgment, order, decree, injunction, decision, award or finding with respect to the employment and labor practices or policies of the Triangle Entities. No labor dispute with the employees of the Triangle Entities exists or, to the Knowledge of Triangle, is imminent, and Triangle is not aware of any existing or imminent labor disturbance by the employees of any of the Triangle Entities’ principal operators, contractors, suppliers or customers, which, in any such case would, individually or in the aggregate, reasonably be likely to have a Triangle Material Adverse Effect. To the Knowledge of Triangle, no executive officer of Triangle presently plans to terminate his or her employment.

(b)          Each Plan has been established, administered and operated in compliance with its terms and all applicable Laws, including without limitation the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”), except where the failure to so comply would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. Each Plan intended to be qualified under section 401(a) of the Code (i) is maintained pursuant to a prototype document approved by the Internal Revenue Service, for which a separate determination letter is not required, or has received a favorable determination letter from the Internal Revenue Service regarding such qualified status, and (ii) has not been operated in a way that would reasonably be expected to adversely affect its qualified status. No Plan is, and none of Triangle, the Triangle Subsidiaries or any ERISA Affiliate has any liability with respect to, a multiemployer plan (within the meaning of section 3(37) of ERISA) or a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Plan provides or promises to provide retiree medical, dental or life insurance benefits to any current or former employee of Triangle or any Triangle Subsidiary (except to the extent required pursuant to Section 4980B(f) of the Code and the corresponding provisions of ERISA). As used herein: (1) the term “Plan” means each of the following that is sponsored, maintained or contributed to by Triangle, any Triangle Subsidiary or any ERISA Affiliate, or with respect to which any of such entities could have any liability: (A) each “employee benefit plan,” as such term is defined in section 3(3) of ERISA (including employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA); and (B) each bonus, equity ownership, equity option, phantom equity, deferred compensation, incentive compensation, vacation, holiday, sick leave, and each other employee benefit plan, agreement, program, practice or understanding which is not described in clause (A); and (2) the term “ERISA Affiliate” means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes Triangle or any Triangle Subsidiary, or that is a member of the same “controlled group” as Triangle or any Triangle Subsidiary pursuant to Section 4001(a)(14) of ERISA.

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(c)          All employees and former employees of the Triangle Entities have been paid in full all accrued and due wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and other accrued and due compensation for all services performed by them up to the date hereof. Except for such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, the Triangle Entities have, and have always been since February 1, 2010, in compliance with all applicable laws and regulations regarding labor and employment practices.

Section 3.19        Tax Returns.

(a)          (i) Each of the Triangle Entities has prepared and timely filed all Tax Returns required to be filed by any of them or has requested extensions thereof and all such filed Tax Returns are complete and accurate, (ii) each of the Triangle Entities has timely paid all Taxes that are required to be paid by any of them, (iii) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Triangle Entity which are reasonably likely to, individually or in the aggregate, have a Triangle Material Adverse Effect, and (iv) all Taxes required to be withheld by any Triangle Entity have been withheld and paid over to the appropriate Tax authority (except, in the case of this clause (iv) or clause (i) or (ii) above, with respect to matters which would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect or which are contested in good faith and for which adequate reserves have been established on Triangle’s financial statements in accordance with GAAP). None of the Triangle Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.

(b)          As used in this Agreement, (i) “Taxes” means any and all domestic or foreign, federal, state, local or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law), or as an indemnitor, guarantor, surety or in a similar capacity under any Contract, and (ii) “Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

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Section 3.20        Environmental Matters. Except as described on Schedule 3.20, the Triangle Entities (i) are, and at all times since February 1, 2010 have been, and to the Knowledge of Triangle at all times during the five year period preceding the date of this Agreement have been, in compliance in all material respects with Environmental Law, (ii) have received all Environmental Permits required of them under Environmental Law to conduct their respective businesses in all material respects as they are currently being conducted, (iii) are in compliance in all material respects with all terms and conditions of such Environmental Permits, (iv) since February 1, 2010, have not received any notice from or been the subject to any suit, proceeding, investigation, claim or action by any Governmental Authority or other third party that would reasonably be expected to result in any material liability to or obligation of the Triangle Entities alleging or asserting any violation of Environmental Law or any liability under Environmental Law, which notice, suit, proceeding, investigation, claim or action has not been resolved to the satisfaction of the party giving or asserting it, and (v) to the Knowledge of the Triangle Entities, have not caused a release into the environment of any Hazardous Material in a manner that would reasonably be expected to result in any material liability to or obligation of the Triangle Entities. The Triangle Entities have made available to the Purchaser complete and correct copies of all material environmental reports within the possession of the Triangle Entities relating to the business and any real estate owned, leased, or operated by the Triangle Entities or any of their predecessors in interest. The representations and warranties in this Section 3.20 constitute the sole and exclusive representations of the Triangle Entities with respect to environmental matters.

Section 3.21         Permits. Each of the Triangle Entities has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities (“permits”) as are necessary to own its properties and assets and to conduct its business in the manner described in the Triangle SEC Documents, except where the failure to have obtained the same would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. Each of the Triangle Entities has fulfilled and performed all its obligations with respect to such permits which are or will be due to have been fulfilled and performed by the applicable date except where the failure to have so performed would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect, and no event has occurred that would prevent the permits from being renewed or reissued or which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such permit. No actions, suits, claims, investigations or proceedings are pending or, to the Knowledge of Triangle, are threatened, before or by any Governmental Authority, relating to the suspension, revocation, termination, impairment or modification of any such permit, which would be reasonably likely to, individually or in the aggregate, have a Triangle Material Adverse Effect.

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Section 3.22        Foreign Corrupt Practices Act; Money Laundering.

(a)          None of the Triangle Entities, and, to the Knowledge of Triangle, no director, officer, agent, employee or other person associated with or acting on behalf of the Triangle Entities, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and to the Knowledge of Triangle, the Triangle Entities have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(b)          The operations of the Triangle Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Triangle Entities with respect to the Money Laundering Laws is pending or, to the Knowledge of Triangle, threatened.

Section 3.23        NYSE MKT Listing. The Common Stock is listed on NYSE MKT, and Triangle has not received any notice of delisting. The issuance and sale of the Convertible Note and the issuance of Conversion Shares in accordance with the terms of the Transaction Documents does not contravene NYSE MKT rules and regulations.

Section 3.24        Related Party Transactions. No relationship, direct or indirect, exists between or among the Triangle Entities on the one hand, and the directors, officers, stockholders, customers or suppliers of the Triangle Entities, on the other hand, that is required to be disclosed in the Triangle SEC Documents and is not so described. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Triangle Entities to or for the benefit of any of the officers or directors of Triangle.

Section 3.25        Control Share Acquisition and Business Combinations. Triangle has taken, or will use reasonable best efforts to undertake, all necessary action to cause Sections 78.378 through 78.3793, inclusive, and Sections 78.411 through 78.444 of the Nevada Corporations Code not to apply to the transactions contemplated by the Transaction Documents.

Section 3.26         Investment Company. None of the Triangle Entities is now, and after the issuance and sale of the Convertible Note will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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Section 3.27        Certain Fees. No fees or commissions are or will be payable by Triangle to brokers, finders or investment bankers with respect to the sale of the Convertible Note or the consummation of the transactions contemplated by this Agreement. Triangle agrees that it will indemnify and hold harmless the Purchaser from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by Triangle or alleged to have been incurred by Triangle in connection with the sale of the Convertible Note or the consummation of the transactions contemplated by the Transaction Documents.

Section 3.28        Form S-3 Eligibility. As of the date of this Agreement, Triangle is eligible to register the resale of the Conversion Shares for resale by the Purchaser under Form S-3 promulgated under the Securities Act.

Section 3.29        Required Stockholder Vote. The majority of the total votes cast by the Stockholders (with the exception of the Conversion Shares, which are not entitled to vote according to the rules of NYSE MKT) is the only approval required to approve the Proposal.

Section 3.30        Private Placement. Assuming the accuracy of the representations and warranties set forth in Article IV, the offer and sale of the Convertible Note to the Purchaser as contemplated herein is exempt from the registration requirements of the Securities Act.

Section 3.31        Other Regulatory Compliance. None of the transactions contemplated by the Transaction Documents will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including Regulations T, U and X of the Board of Governors of the Federal Reserve System.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to Triangle with respect to itself, on and as of the date of this Agreement, as follows:

Section 4.01         Existence. The Purchaser has been duly formed and is validly existing in good standing under the Laws of the State of Delaware.

Section 4.02         Authorization; Enforceability. The Purchaser has all requisite limited liability company power and authority and has taken all requisite action necessary for (i) the authorization, execution and delivery of the Transaction Documents and (ii) the authorization of the performance of all obligations of the Purchaser under the Transaction Documents. The Transaction Documents have been duly authorized and validly executed and delivered by the Purchaser, and assuming due authorization, execution and delivery by Triangle, the Transaction Documents will constitute valid and binding obligations of the Purchaser enforceable against the Purchase in accordance with their terms; provided, that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (ii) public policy, applicable Law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.

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Section 4.03        No Breach. None of the execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation of the transactions contemplated by the Transaction Documents (i) conflicts or will conflict or constitutes or will constitute a violation of the provisions of the Organizational Documents of the Purchaser (ii) results or will result in a breach or violation of any of the terms or provisions of, or constitutes or will constitute a default under, any material agreement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of the Purchaser is subject, or (iii) violates or will violate any Law of any Governmental Authority, except in the cases of clauses (ii) and (iii) where such breach or violation would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to consummate the transaction under any Transaction Documents to which it is a party.

Section 4.04         Certain Fees.  No fees or commissions are or will be payable by the Purchaser to brokers, finders or investment bankers with respect to the purchase of the Convertible Note or the consummation of the transactions contemplated by this Agreement. The Purchaser agrees that it will indemnify and hold harmless Triangle from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by the Purchaser or alleged to have been incurred by the Purchaser in connection with the purchase of the Convertible Note or the consummation of the transactions contemplated by the Transaction Documents.

Section 4.05         Unregistered Securities.

(a)          Accredited Investor Status; Sophisticated Purchaser. The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and is able to bear the risk of its investment in the Convertible Note and the Conversion Shares for an indefinite period. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Convertible Note and the Conversion Shares.

(b)          Information. The Purchaser or its Representatives have been furnished with materials relating to the business, finances and operations of Triangle and relating to the offer and sale of the Convertible Note and Conversion Shares that have been requested by the Purchaser. The Purchaser or its Representatives have been afforded the opportunity to ask questions of Triangle or its Representatives. The Purchaser understands and acknowledges that its purchase of the Convertible Note and the Conversion Shares involves a high degree of risk and uncertainty. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Convertible Note.

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(c)          Purchaser Representation. The Purchaser is purchasing the Convertible Note for its own account and not with a view to distribution in violation of any securities Laws. The Purchaser understands and acknowledges that there is no public trading market for the Convertible Note and that none is expected to develop. The Purchaser has been advised and understands and acknowledges that neither the Convertible Note nor the Conversion Shares have been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). The Purchaser has been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act.

(d)          Legends.

(i)          The Purchaser understands and acknowledges that, until such time as the Convertible Note and the Conversion Shares have been registered pursuant to the provisions of the Securities Act, or the Convertible Note and the Conversion Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Convertible Note and the Conversion Shares will bear the following restrictive legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS."

(ii)         The Purchaser understands and acknowledges that the Convertible Note will contain restrictions on transfer as described therein.

(e)          Reliance Upon the Purchaser’s Representations and Warranties. The Purchaser understands and acknowledges that the Convertible Note is being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws, and that Triangle and Skadden, Arps, Slate, Meagher & Flom LLP, counsel for Triangle, are relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in (i) concluding that the issuance and sale of the Convertible Note is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of the Purchaser to purchase the Convertible Note.

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Section 4.06        Limitation on Conversion. Purchaser understands and acknowledges that, unless and until Triangle obtains Stockholder Approval of the Proposal, the Convertible Note will include certain limitations on a holder’s ability to convert the Convertible Note into shares of Common Stock.

ARTICLE V

COVENANTS

Section 5.01         Stockholder Vote with Respect to Conversion; Listing on NYSE MKT.

(a)          Subject to the limitations contained herein, for so long as the Convertible Note remains outstanding, Triangle shall use its reasonable best efforts, in accordance with the applicable corporate Law of the State of Nevada (or, in the event Triangle re-incorporates in any other jurisdiction, the applicable corporate Law of such jurisdiction) and the Triangle Organizational Documents, to obtain the Stockholder approval required by NYSE MKT (“Stockholder Approval”) to authorize the issuance of all of the shares of Common Stock issuable upon conversion in full of the Convertible Note (the “Proposal”) including, as soon as practicable after the date of this Agreement, (i) the Proposal to be considered and voted upon at the next annual meeting of the Stockholders (the “First Stockholders Meeting”) and holding such annual meeting as soon as reasonably practicable, but in any event not later than 180 days after the date of this Agreement; and (ii) using its reasonable best efforts to solicit from the Stockholders proxies in favor of the approval of the Proposal and taking all other action reasonably necessary or advisable to secure Stockholder Approval of the Proposal. If Triangle does not obtain Stockholder Approval of the Proposal at the First Stockholders Meeting, Triangle shall include the Proposal to be considered and voted upon at two (or one, if Stockholder Approval of the Proposal is obtained at the first of such meetings) subsequent annual meetings (each of such meetings and the First Stockholders Meeting, a “Stockholders Meeting”) of the Stockholders; provided that if requested by the Purchaser within 90 days of the First Stockholders Meeting, the first of such subsequent Stockholders Meetings shall be a special meeting of the Stockholders to be held within 180 days after the First Stockholders Meeting. Triangle shall use reasonable best efforts to hold any such subsequent Stockholders Meeting within 365 days of the preceding annual meeting.

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(b)          In connection with each Stockholders Meeting at which the Proposal is to be considered, Triangle will use its reasonable best efforts to (i) in the case of the First Stockholders Meeting, as promptly as reasonably practicable after the date of this Agreement, and in the case of each subsequent Stockholders Meeting, a reasonable period of time before the date of such Stockholders Meeting, prepare and file with the Commission a proxy statement (as it may be amended or supplemented from time to time, a “Proxy Statement”) that includes consideration of the Proposal (and such other matters as are to be considered by the Stockholders at such Stockholders Meeting) at the Stockholders Meeting, (ii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to such filings and provide copies of such comments to the Purchaser promptly upon receipt and provide copies of proposed responses to the Purchaser as promptly as reasonably practicable prior to filing to allow the Purchaser the opportunity to provide comments, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any Commission comments or as otherwise required by applicable Law, (iv) as promptly as reasonably practicable, distribute or otherwise make available to the Stockholders, in accordance with applicable Law and the rules of the Commission and NYSE MKT, the Proxy Statement and, as determined by Triangle, all other customary proxy or other materials for meetings such as a Stockholders Meeting, (v) to the extent required by applicable Laws or rules of the Commission, as promptly as reasonably practicable, prepare, file and distribute (or otherwise make available) to the Stockholders, in accordance with applicable Law and the rules of the Commission, any amendment or supplement to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders Meeting, (vi) retaining a proxy solicitor reasonably acceptable to the Purchaser to assist with the solicitation of proxies to approve the Proposal, and (vii) otherwise comply in all material respects with all requirements of Law and rules of the Commission applicable to any Stockholders Meeting. The Purchaser shall cooperate with Triangle in connection with the preparation of the Proxy Statement and any amendments or supplements thereto, including promptly furnishing Triangle, upon request, with any and all information as may be required to be set forth in the Proxy Statement under applicable Laws or rules of the Commission. Triangle will provide to the Purchaser, at least three (3) Business Days prior to filing with the Commission, the Proxy Statement, or any amendments or supplements thereto, and shall give reasonable consideration to any comments proposed by the Purchaser prior to distributing (or otherwise making available) the Proxy Statement to the Stockholders. The Proxy Statement shall include the recommendation of the Board to approve the Proposal.

(c)          If, at any time prior to a Stockholders Meeting, any information relating to Triangle or the Purchaser should be discovered by Triangle or the Purchaser which should be set forth in an amendment or supplement to a Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable law, Triangle shall use its reasonable best efforts to disseminate as promptly as reasonably practicable in an appropriate manner in accordance with applicable Law and the rules of the Commission an appropriate amendment thereof or supplement thereto describing such information to the Stockholders.

(d)          Triangle hereby represents, warrants, covenants and agrees that none of the information included or incorporated by reference in a Proxy Statement shall, at the date it is first distributed or otherwise made available to the Stockholders or at the time of the applicable Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no such representation is made by Triangle with respect to statements made or incorporated by reference therein in reliance on, and in conformity with, information supplied in writing by or on behalf of the Purchaser in connection with the preparation of the Proxy Statement or any amendment or supplement thereto expressly for inclusion therein. The Proxy Statement or any amendment or supplement thereto that is filed by Triangle will comply as to form in all material respects with the requirements of the Exchange Act.

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(e)          Triangle’s obligations under this Section 5.01 shall not apply following any date on which the rules of NYSE MKT, or the staff interpretations thereof, are changed such that no approval of the Stockholders is required for the Proposal under such rules; provided that Triangle shall have received, and delivered, or caused to be delivered, to the Purchaser, a written opinion of outside counsel to Triangle to such effect, or NYSE MKT shall have provided written confirmation to such effect.

Section 5.02         Control Share Acquisition and Business Combinations; Stockholder Rights Plans. Triangle shall take, or use reasonable best efforts to undertake, all actions as are necessary to cause Sections 78.378 through 78.3793, inclusive, and Sections 78.411 through 78.444, inclusive, of the Nevada Corporations Code (or, in the event Triangle re-incorporates in any other jurisdiction, then the similar anti-takeover laws of such jurisdiction) to not apply to the issuance of the Convertible Note and the conversion of the Convertible Note into Conversion Shares. If Triangle approves the adoption of a “poison pill” or other stockholder rights plan, Triangle shall cause such plan to exclude the Purchaser and its permitted Affiliate transferees of the Convertible Note from being considered an acquiring person thereunder as a result of the conversion of the Convertible Note into Conversion Shares.

Section 5.03         HSR Compliance. Triangle acknowledges that issuance of the Conversion Shares to the Purchaser upon conversion of the Convertible Note may subject the Purchaser to the filing requirements of the HSR Act. As a result, such issuance may be subject to compliance by the Purchaser with all applicable filing requirements and the expiration of all waiting periods under the HSR Act. Accordingly, Triangle shall reasonably cooperate with the Purchaser and shall furnish to the Purchaser such necessary information and reasonable assistance as the Purchaser may reasonably request in connection with its preparation of any filings under the HSR Act. For the avoidance of doubt, all expenses incident to the Purchaser’s filing requirements under the HSR Act shall be borne by the Purchaser.

Section 5.04         Further Assurances; Listing of Underlying Shares. From time to time after the date hereof, without further consideration, Triangle and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by the Transaction Documents. Without limiting the foregoing, Triangle shall (i) file with NYSE MKT the proper form or other notification and required supporting documentation, and provide to NYSE MKT any other requested information, related to the Conversion Shares and (ii) ensure that the issuance of the Conversion Shares is in compliance with applicable NYSE MKT rules and regulations. If Triangle applies to have its Common Stock or other securities traded on any principal stock exchange or market other than NYSE MKT, it shall include in such application the Conversion Shares and will take such other action as is necessary to cause such Conversion Shares to be so listed.

Section 5.05         Section 16(b) Matters. Triangle shall take, or shall have taken, all actions reasonably necessary to cause the payment of interest in kind under the Convertible Note and the exercise of the preemptive rights granted under the Investment Agreement to be exempt under Section 16(b) of the Exchange Act, including any actions reasonably necessary pursuant to Rule 16b-3 under the Exchange Act.

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ARTICLE VI

INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01         Indemnification by Triangle. Triangle agrees to indemnify the Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by Triangle contained herein to be true and correct in all material respects as of the date hereof or (ii) the breach of any of the covenants of Triangle contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice to Triangle shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of Triangle shall not be greater in amount than the Purchase Price.

Section 6.02         Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers (as defined in the Convertible Note) a portion or all of the Convertible Note or all or a portion of the Conversion Shares to an Affiliate in accordance with the terms and upon the conditions of the Convertible Note) shall not be greater in amount than the Purchase Price.

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Section 6.03         Indemnification Procedure.

(a)          A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification that it may claim in accordance with this Article VI.

(b)          Promptly after any Triangle Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third Party Claim but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. Such notice shall state the nature and the basis of such Third Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such Third Party Claim, it shall promptly, and in no event later than five (5) days following receipt of notice of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed (y) to assume the defense or settlement of such Third Party Claim and employ counsel and (z) notify the Indemnified Party of such assumption, or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such settlement or legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate counsel for the Purchaser and its Affiliates. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party.

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Section 6.04         Tax Matters. All indemnification payments under this Article VI shall be adjustments to the Purchase Price, except as otherwise required by applicable Law.

Section 6.05         Exclusive Remedy. Except for the assertion of any claim based on fraud, the remedies provided in this Article VI shall be the sole and exclusive legal remedies of the parties hereto, from and after the Closing and prior to the expiration of the applicable survival period in Section 7.03, with respect to breaches of representations, warranties and covenants under this Agreement and the transactions contemplated hereby.

ARTICLE VII

MISCELLANEOUS

Section 7.01         Fees and Expenses. Triangle shall pay out of the proceeds received from the consummation of the transactions contemplated by this Agreement the reasonable out-of-pocket fees and expenses incurred by the Purchaser in connection the transactions contemplated by the Transaction Documents, including legal, accounting, advisory and other reasonable out-of-pocket fees and expenses; provided, that the expenses of the Purchaser paid out of such proceeds shall not exceed $250,000 in the aggregate.

Section 7.02         Interpretation. Article, Section and Schedule references in this Agreement are references to the corresponding Article, Section and Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference in this Agreement to $ shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by the Purchaser, such action shall be in the Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Transaction Documents is held to be illegal, invalid, not binding or unenforceable, (i) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect and (ii) the parties hereto shall negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Transaction Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

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Section 7.03        Survival of Provisions. The representations and warranties set forth in Sections 3.01, 3.04, 3.05, 4.01 and 4.02 shall survive the execution and delivery of this Agreement indefinitely and the other representations and warranties made herein shall survive until the date upon which Triangle files its Annual Report on Form 10-K for the year ended January 31, 2013 with the Commission and no claim may be made regarding the representations and warranties after such date. The covenants made in this Agreement or any other Transaction Document shall survive the Closing and remain operative and in full force and effect. Regardless of any purported general termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of Triangle and the Purchaser thereunder, and this Article VII shall remain operative and in full force and effect as between Triangle and the Purchaser, unless Triangle and the Purchaser execute a writing that expressly (with specific references to the applicable Section or subsection of this Agreement) terminates such rights and obligations as between Triangle and the Purchaser.

Section 7.04         No Waiver; Modifications in Writing.

(a)          Delay. Except as otherwise provided herein, no failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at Law or in equity or otherwise.

(b)          Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement or any other Transaction Document shall be effective unless signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Transaction Document, any waiver of any provision of this Agreement or any other Transaction Document and any consent to any departure by Triangle from the terms of any provision of this Agreement or any other Transaction Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Triangle in any case shall entitle Triangle to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

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Section 7.05         Binding Effect; Assignment.

(a)          Binding Effect. This Agreement shall be binding upon Triangle, the Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b)          Assignment of Rights. The Purchaser’s rights and obligations hereunder (including the right to seek indemnification) may be transferred or assigned in whole or in part by the Purchaser to any Affiliate of the Purchaser without the consent of Triangle. Upon any such permitted transfer or assignment, references in this Agreement to the Purchaser (as they apply to the transferor or assignor, as the case may be) shall thereafter apply to such transferee or assignee of the Purchaser unless the context otherwise requires. Except as provided in the first sentence of this Section 7.05(b), the Purchaser and its permitted Affiliate transferees of the Convertible Note shall not assign or transfer any portion of the rights and obligations of the Purchaser under this Agreement without the written consent of Triangle, which shall not be unreasonably withheld. No portion of the rights and obligations of Triangle under this Agreement may be transferred or assigned without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

Section 7.06         Non-Disclosure. Prior to the Triangle Entities or any of their respective Representatives disclosing any information naming the Purchaser or any of its Affiliates in any filing with the Commission, NYSE MKT or any Governmental Authority or other public disclosure, the Triangle Entities shall provide the Purchaser a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that nothing in this Section 7.06 shall delay any required filing with the Commission, NYSE MKT or any Governmental Authority or other public disclosure or otherwise hinder the Triangle Entities’ or their Representatives’ ability to timely comply with all Laws or rules and regulations of the Commission, NYSE MKT or other Governmental Authority.

Section 7.07         Communications. All notices and demands provided for hereunder shall be in writing and shall be given by hand delivery, electronic mail, registered or certified mail, return receipt requested, regular mail, facsimile or air courier guaranteeing overnight delivery to the following addresses:

(a)          If to the Purchaser:

NGP Triangle Holdings, LLC
125 East John Carpenter Fwy., Suite 600
Irving, Texas 75062
Attention: Craig Glick
Facsimile: (972) 432-1441
Internet electronic mail: cglick@ngptrs.com

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with a copy to:

Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
Attention: Doug McWilliams
Facsimile: (713) 615-5725
Internet electronic mail: dmcwilliams@velaw.com

(b)          If to Triangle:

Triangle Petroleum Corporation
1200 17^th Street, Suite 2600
Denver, Colorado 80202
Attention: Justin Bliffen
Facsimile: (303) 260-5080
Internet electronic mail: jbliffen@trianglepetroleum.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
1000 Louisiana, Suite 6800
Houston, TX 77002
Attention: Richard Aftanas and Christian Callens
Facsimile: (212) 735-2000

Internet electronic mail:	richard.aftanas@skadden.com and
	christian.callens@skadden.com

or to such other address as Triangle or the Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when notice is sent to the sender that the recipient has read the message, if sent by electronic mail; (iii) upon actual receipt if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; (iv) when receipt is acknowledged, if sent by facsimile; and (v) upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

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Section 7.08         Removal of Legend.

(a)          The Purchaser may request Triangle to remove the legend set forth in Section 4.05(d)(i) from the Convertible Note by submitting to Triangle such certificates, together with an opinion of outside counsel reasonably acceptable to Triangle to the effect that such legend is no longer required under the Securities Act or applicable state Laws as the case may be, as Triangle may request; provided, that, no opinion of counsel shall be required if the Purchaser is effecting a sale of the Convertible Note pursuant to Rule 144 under the Securities Act (and the Purchaser delivers a Rule 144 Representation Letter to Triangle) or the Conversion Shares have been registered under the Securities Act pursuant to an effective registration statement. Triangle shall reasonably cooperate with the Purchaser to effect removal of such legend. The legend described in Section 4.05(d)(i) shall be removed and Triangle shall issue a Convertible Note without such legend to the holder of the Convertible Note upon which it is stamped, if, unless otherwise required by state securities Laws, (i) such Convertible Note is sold pursuant to an effective registration statement, (ii) in connection with a sale, assignment or other transfer, such holder provides Triangle with an opinion of a law firm reasonably acceptable to Triangle, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Convertible Note may be made without registration under the applicable requirements of the Securities Act, or (iii) in connection with a sale, assignment of or other transfer of such Convertible Note, such holder provides Triangle with a representation letter that such Convertible Note will be sold, assigned or transferred pursuant to Rule 144 under the Securities Act. Triangle shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 7.08; provided, that the Purchaser shall be responsible for all legal fees and expenses of counsel incurred by the Purchaser with respect to matters addressed in this Section 7.08.

(b)          Certificates evidencing Conversion Shares shall not contain any legend (including the legend set forth in Section 4.05(d)(i)), (i) while a registration statement covering the resale of such security is effective under the Securities Act and the Purchaser delivers to Triangle a representation letter agreeing that such Conversion Shares will be sold under such effective registration statement, or (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares may be sold free of restrictions pursuant to Rule 144(b) or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).

Section 7.09         Entire Agreement. This Agreement, the other Transaction Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Transaction Documents with respect to the rights granted by Triangle or any of its Affiliates or the Purchaser or any of their Affiliates set forth herein or therein. This Agreement, the other Transaction Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 7.10         Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of New York without regard to principles of conflicts of Laws (except that matters to which the Law of the jurisdiction of formation of Triangle is applicable shall be subject to the internal Laws of such state). Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York in the Borough of Manhattan in the City of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York in the Borough of Manhattan in the City of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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Section 7.11        Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 7.12         Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

TRIANGLE PETROLEUM CORPORATION
By:	/s/ Jonathan Samuels
Name:	Jonathan Samuels
Title:	President and Chief Executive Officer

NGP TRIANGLE HOLDINGS, LLC
By:	NGP Natural Resources X, L.P., its managing member
By:	G.F.W. Energy X, L.P., its general partner
By:	GFW X, L.L.C., its general partner

By:	/s/ Kenneth A. Hersh
Name: Kenneth A. Hersh
Title: Authorized Member

EX-99.1

EXHIBIT 99.1

 

TRIANGLE PETROLEUM ANNOUNCES INVESTMENT BY

NATURAL GAS PARTNERS, UPDATED CAPITAL EXPENDITURE BUDGET, AND PROVIDES OPERATIONAL UPDATE

DENVER – July 31, 2012 – Triangle Petroleum Corporation (“Triangle” or the “Company”) (NYSE MKT:TPLM) today announced an investment by Natural Gas Partners (“NGP”), an Irving, Texas based private equity firm, a revised capital expenditure program and provided an operational update including operated well results and RockPile Energy Services developments.

Financial Update

· Natural Gas Partners purchased, through its recently closed fund, NGP Natural Resources X, L.P., $120 million of Convertible Notes (the “Notes”)

― Convertible into Triangle common stock at a conversion price of $8.00 per share; full conversion of the Notes is subject to stockholder approval under NYSE MKT rules

― 5% cashless coupon per annum, with quarterly interest added to principal

― Triangle has option to cash-pay interest after 5 years

― No stated maturity date on Notes; putable to Triangle for cash after year 10, or following a change of control

― Triangle can redeem for cash after year 8 or can force conversion after year 5 if Triangle stock trades above $11.00 per share and certain trading volume requirements are met

― No financial or operating covenants; certain actions including dividends and stock repurchases require the consent of NGP

― NGP makes long-term investments and has agreed to not sell short or otherwise hedge their position in Triangle while they own the Notes or Triangle shares received upon conversion

― Roy A. Aneed, a Principal at Natural Gas Partners, is added to the Triangle Board, which is expanded from 5 to 6 members

― For more information on the Notes please see the Company’s 8-K at www.sec.gov [when available]

· Wells Fargo reserve-based lending facility borrowing base increased from $10 million to $27.5 million

Increased Capital Expenditure Budget

· The fiscal year 2013 capex budget has been increased from $131 million to $173 million, primarily in support of the Triangle operated drilling program

― Escalating acreage development with the addition of a full-time rig, taking the operated drilling program to 2 full-time rigs

― Planned gross operated wells spud in FY2013 increasing from 15 to 20; planned gross operated wells completed unchanged at 15 wells; planned net non-operated wells completed decreasing from 3.5 to 1.75

 

· Revised FY 2013 (February 1, 2012-January 31, 2013) capex budget is allocated as follows:

Expenditure	Budget ($MM)
2-Rig Operated Drilling Program	$98
Non-Operated Drilling Program	$15
Land Spend	$25
Infrastructure	$25
Cash G&A	$10
Total Budget	$173

Operational Update

· Currently running 2 operated rigs, one in McKenzie County and one in Williams County

· 5 gross operated wells in McKenzie County currently producing

· Recent operated well results include the following:

	24-Hour Max Rate (Boe / d)		24-Hour Actual (Boe / d)		7-day Cum (Boe)		Wellhead pressure (PSI)		County		Frac Stages		Proppant Type	WI%
GullicksonTrust #1H		2,329		1,381		5,510		1,327		MCK		31	25% Ceramic		35.7	%
GullicksonTrust #3H		2,075		1,714		6,689		1,462		MCK		31	100% Ceramic		38.8	%
Frederick James #1H		2,605		1,541		7,703		1,125		MCK		31	100% Ceramic		70.0	%

*Please see Glossary of relevant terminology on the Triangle website at www.trianglepetroleum.com

· RockPile Energy Services (RPES) fully operational and successfully completed its first well

― Completed the Triangle operated Fredrick James 149-101-3-10-1H in McKenzie County

― Currently completing the Triangle operated Larsen 157-101-28-33-1H in Williams County

― Additional 3 gross operated wells in inventory waiting on completion

· Subsequent operational updates will be included in Triangle’s quarterly earnings press release

· Currently control an estimated 168 gross operated drilling locations in North Dakota; 108 of these locations are in McKenzie County within close proximity to existing operated production

 

About Triangle

Triangle (NYSE MKT:TPLM) is a growth oriented energy company with a current strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. Triangle has acquired approximately 83,400 net acres in the Williston Basin. For more information, visit Triangle’s website at www.trianglepetroleum.com.

About NGP

Natural Gas Partners is a family of private equity funds focused on the natural resources sector, which has managed over $10.5 billion in committed capital since its founding in 1988. NGP is part of the investment platform of NGP Energy Capital Management, a leading investment franchise in the natural resources industry, which together with its affiliates has managed over $13 billion in committed capital since 1988. For more information, visit NGP’s website at www.naturalgaspartners.com.

Forward-Looking Statements Disclosure

Certain statements in this press release regarding strategic plans, expectations and objectives for future operations or results are "forward-looking statements" as defined by the Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in the Company's annual report on Form 10-K and the Company's other filings with the Securities and Exchange Commission. Factors that could cause differences include, but are not limited to, history of losses; speculative nature of oil and natural gas exploration, particularly in the Bakken Shale and Three Forks formations on which the Company is focused; substantial capital requirements and ability to access additional capital; ability to meet the drilling schedule; changes in tax regulations applicable to the oil and natural gas industry; results of acquisitions; relationships with partners and service providers; ability to acquire additional leasehold interests or other oil and natural gas properties; defects in title to the Company's oil and natural gas interests; ability to manage growth in the Company's businesses, including the business of RockPile Energy Services; ability to control properties that the Company does not operate; lack of diversification; competition in the oil and natural gas industry; global financial conditions; oil and natural gas realized prices; ability to market and distribute oil and natural gas produced; seasonal weather conditions; government regulation of the oil and natural gas industry, including potential regulations affecting hydraulic fracturing and environmental regulations such as climate change regulations; aboriginal claims; uninsured or underinsured risks; and material weakness in internal accounting controls. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

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