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Exhibit 10.1
Personal and Confidential
THE
UNITS OF TRIANGLE PETROLEUM CORPORATION ("
TRIANGLE PETROLEUM ")
CONSTITUTE SECURITIES THAT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES
LAWS OF ANY STATE. THE UNITS MAY NOT, AT ANY TIME, BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
ACT AND STATE LAWS, OR DELIVERY TO TRIANGLE PETROLEUM OF AN OPINION
OF LEGAL COUNSEL SATISFACTORY TO TRIANGLE PETROLEUM THAT SUCH
REGISTRATION IS NOT REQUIRED. RESTRICTIONS ON TRANSFER WILL BE
IMPRINTED ON THE DOCUMENTS EVIDENCING THE UNITS TO THE FOREGOING
EFFECTS.
THE
PURCHASE OF UNITS INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF LOSING
THEIR ENTIRE INVESTMENT.
TRIANGLE PETROLEUM CORPORATION
SUBSCRIPTION AGREEMENT
Triangle
Petroleum Corporation
Attention:
Mark Gustafson
Suite
1250
521 –
3
rd Avenue
S.W.
Calgary,
AB Canada
T2P
3T3
Ladies
and Gentlemen:
This
will confirm my agreement to become a stockholder of Triangle
Petroleum Corporation ("
Triangle Petroleum ")
and to purchase units (the "
Units ")
in Triangle Petroleum. Each Unit consists of one share of common
stock of the Company (the "
Shares ")
and one-half of a warrant, each whole warrant entitling the holder
to purchase one Share exercisable at a price of $2.25 for a period
of two years (the "
Warrant Shares ").
I/we hereby acknowledge receipt of the Confidential Private
Placement Memorandum dated May 27, 2008 (the "
Memorandum "),
with respect to Triangle Petroleum. The Memorandum describes the
terms under which the Units are being offered to
subscribers.
1.
Subscription and Sale.
1.1
Subscription .
Subject to the terms and conditions of this Agreement and the
provisions of the Memorandum, I/we irrevocably subscribe for, and
agree to purchase the number of Units of Triangle Petroleum for the
subscription price indicated on the Signature Page. I am/we are
tendering to Triangle Petroleum (a) a completed, signed, and dated
copy of this Agreement, (b) a completed, signed, and dated
Purchaser's Questionnaire, and (c) a certified check or bank check
in the amount of the subscription price (or I am/we are
concurrently wire transferring such amount to the Escrow
Agent).
1.2
Acceptance or Rejection of Subscription .
All funds tendered by me/us will be held in a segregated
subscription account pending acceptance or rejection of this
Agreement and the closing of my/our purchase of the Units. This
Agreement will either be accepted, in whole or in part, or
rejected, by Triangle Petroleum as promptly as practicable. If this
Agreement is accepted only in part, I/we agree to purchase such
smaller number of Units as Triangle Petroleum determines to sell to
me/us. If this Agreement is rejected for any reason or no reason,
including, the termination of the offering of the Units by Triangle
Petroleum, this Agreement and all funds tendered with it will be
promptly returned to me/us, without interest or deduction of any
kind, and this Agreement will be void and of no further force or
effect. Deposit and collection of the check tendered, or receipt of
funds wired, with this Agreement will not constitute acceptance of
this Agreement.
1.3
Closing .
Subscriptions will be accepted at one or more closings, as
described in the Memorandum. On closing, the subscription evidenced
hereby, if not previously rejected, will, in reliance on my/our
representations and warranties, be accepted, in whole or in part,
and Triangle Petroleum will execute a copy of this Agreement and
return it to me/us. If my/our subscription is accepted only in
part, this Agreement will be marked to indicate such fact, and
Triangle Petroleum will return to me/us the portion of the funds
tendered by me/us representing the unaccepted portion of my/our
subscription, without interest or deduction of any kind. The Units
subscribed for will not be deemed to be issued to, or owned by,
me/us until Triangle Petroleum has accepted this
Agreement.
2.
Representations, Warranties, and Covenants of the
Purchaser .
I/we represent, warrant, and covenant to Triangle Petroleum
that:
2.1
General :
(a)
If
I am a natural person, I have the legal capacity and all
requisite authority to enter into, execute, and deliver the
Transaction Documents (as hereinafter defined), to purchase
the Units, and to perform all the obligations required to be
performed by me thereunder. If we are a corporation,
partnership, limited liability company, trust, estate, or
other entity, we are authorized to purchase the Units and
otherwise to comply with our obligations under the Transaction
Documents. The person signing this Agreement on behalf of such
entity is duly authorized by such entity to do so. The
Transaction Documents are my/our valid and binding agreements
and enforceable against me/us in accordance with their
terms.
(b)
My/our
principal residence is in the jurisdiction indicated herein,
or if we are a corporation, partnership, limited liability
company, trust, estate, or other entity, we are organized and
qualified under the law of the state indicated below and I/we
have no intention of becoming a resident or domiciliary of any
jurisdiction other than the one indicated by our
address.
(c)
I
am/we are subscribing to purchase the Units solely for my/our
own account, for investment, and not with a view to, or for
resale in connection with, any distribution. I am/we are not
acquiring the Units as an agent or otherwise for any other
person.
2.2
Information Concerning the Offering :
(a)
I/we
have received, carefully read, and understood the Memorandum.
I/we have not been furnished any offering literature other
than the Memorandum and the Exhibits attached thereto and have
relied only on the information contained therein and my/our
own due diligence efforts and inquiries with respect to the
Offering (as defined in the Memorandum). The Units were not
offered to me/us by any means of general solicitation or
general advertising.
(b)
I/we
understand that the offering of the Units is being made
without registration of the Units under the Securities Act of
1933, as amended (the "
Act "),
or any state securities or blue sky laws in reliance on exemptions
from such registration, and that such reliance is based in part on
my representations and warranties set forth in this Section 2 and
on the information set forth in the Purchaser's Questionnaire
tendered by me/us to Triangle Petroleum with this
Agreement.
(c)
In
formulating a decision to invest in the Units, I/we (and
my/our Purchaser Representative (as defined in Rule 501(h) of
Regulation D under the Act), if any) have been given the
opportunity to ask questions of, and to obtain any information
necessary to permit me to verify the accuracy of the
information set forth in the Memorandum from, representatives
of Triangle Petroleum and have been furnished all such
information so requested. I/we have not relied or acted on the
basis of any representations or other information purported to
be given on behalf of Triangle Petroleum except as set forth
in the Memorandum (it being understood that no person has been
authorized by Triangle Petroleum to furnish any
representations or other information except as set forth in
the Memorandum).
(d)
I/we
understand that the purchase of the Units involves various
risks and that an investment in Triangle Petroleum should be
regarded as speculative and involving a high degree of risk. I
am/we are fully aware of the nature of my investment in
Triangle Petroleum and the lack of liquidity of an investment
in Units being offered pursuant to the Offering, because the
Units may not be sold, transferred, or otherwise disposed of
except pursuant to an effective registration statement under
the Act or an exemption from such registration, and that in
the absence of such registration or exemption, the Units must
be held indefinitely.
(e)
I/we
understand that no federal or state agency has passed upon
the Units
of
Triangle Petroleum or made any finding or determination
concerning the fairness or advisability of an investment in
Triangle Petroleum.
2.3
Status of Subscriber, Additional Information
:
(a)
If
we are a corporation, partnership, limited liability company,
trust, estate, or other entity, we are an "accredited
investor," as that term is defined in Rule 501(a) of
Regulation D under the Act (see the Purchaser's Questionnaire
for a list of the types of accredited investors) and meet the
experience standards set forth in Section 2.3(b) below. If I
am a natural person, I am at least 21 years of age and am an
"accredited investor" and meet the experience standards set
forth in Section 2.3(b) below.
(b)
I
(together with my Purchaser Representative, if any), or if we
are a corporation, partnership, limited liability company,
trust, estate, or other entity, we by and through our
officers, directors, trustees, managers, partners, employees,
or other advisors, (i) are experienced in evaluating companies
such as Triangle Petroleum, (ii) have determined that the
Units are a suitable investment for me/us, and (iii) have such
knowledge, skill, and experience in business, financial, and
investment matters so that I am/we are capable of evaluating
the merits and risks of an investment in the Units. To the
extent necessary, I/we have retained, at my/our expense, and
relied upon, appropriate professional advice regarding the
investment, tax, and legal merits and consequences of this
Agreement and owning the Units, and I/we and my/our advisers
or representatives have investigated my/our investment in
Triangle Petroleum to the extent I/we and they have deemed
advisable. I/we have the financial ability to bear the
economic risks of our entire investment for an indefinite
period and no need for liquidity with respect to our
investment in Triangle Petroleum, and, if I a natural person,
I have adequate means for providing for my current needs and
personal contingencies.
(c)
I/we
agree to furnish any additional information requested to
assure compliance with the Act and state securities laws in
connection with the purchase and sale of the Units. If there
is any material change in the information I/we are furnishing
hereunder prior to the date this Agreement is accepted, I/we
will immediately furnish such revised or corrected information
to Triangle Petroleum.
2.4
Restrictions on Transfer or Sale of the Units
:
(a)
I
/we will not sell, assign, pledge, give, transfer, or
otherwise dispose of any the Units or any interest therein, or
make any offer or attempt to do any of the foregoing, except
pursuant to a registration of the Units under the Act and
applicable state securities laws or in a transaction that is
exempt from the registration provisions of the Act and any
applicable state securities laws. I/we understand that
Triangle Petroleum will not be under any obligation to
register the Units under the Act or any state securities law
(except as provided in the Registration Rights Agreement (as
hereinafter defined)) or to comply with the terms of any
exemption provided under the Act or any state securities law
with respect to the Units.
(b)
I/we
have not offered or sold any portion of my/our Units and have
no present intention of dividing my/our Units with others or
of reselling or otherwise disposing of any portion of my/our
Units either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or
circumstance.
2.5
Independent Nature of Investor's Obligations and Rights
.
My/our obligations under this Agreement, the Registration Rights
Agreement, and any other documents delivered in connection herewith
and therewith (collectively, the "
Transaction Documents ")
are several and not joint with the obligations of any other
purchaser of Units
,
and I/we shall not be responsible in any way for the performance of
the obligations of any other purchaser of Units
under
any Transaction Document. My/our decision to purchase
Units
pursuant
to the Transaction Documents has been made by me/us independently
of any other purchaser of Units
.
Nothing contained herein or in any Transaction Document, and no
action taken by any purchaser of Units
pursuant
thereto, shall be deemed to constitute such purchasers as a
partnership, an association, a joint venture, or any other kind of
entity, or create a presumption that the purchasers of
Units
are
in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction
Document. I/we acknowledge that no other purchaser of
Units
has
acted as agent for me/us in connection with making my/our
investment hereunder and that no other purchaser of
Units
will
be acting as my/our agent in connection with monitoring my/our
investment in the Units
or
enforcing
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