Amendment to Transaction Documents between the Investor and Trio Petroleum Corp., dated December 29, 2023

Exhibit 10.1

AMENDMENT TO TRANSACTION DOCUMENTS

This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of December 29, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends that certain Securities Purchase Agreement between the Company and the Investor, dated as of October 4, 2023 (the “Purchase Agreement”). The Company and the Investor are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.

WHEREAS, the Parties desire to change the terms and conditions relating to the Second Tranche Closing as more specifically provided in this Amendment.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agreed to amend the Purchase Agreement as follows:

1. All references in the Transaction Documents for the Second Tranche Closing to the Fixed Conversion Price and Exercise Price shall be changed from $1.20 to $0.50.

2. The Company has agreed to reimburse the Investor for its legal fees and expenses, in connection with the Second Tranche Closing, in the amount of $10,000.

3. The Second Tranche Closing will be in a principal amount of $550,000 and a Subscription Amount of $511,500.

4. This Amendment shall be effective as of the date hereof upon the execution and delivery of same by each of the Parties.

5. Except as specifically set forth in this Amendment, there are no other amendments to the Purchase Agreement and all of the other forms, terms and provisions of the Purchase Agreement shall remain unmodified and in full force and effect. Further, the Parties hereby acknowledge that no penalties or fees are currently due by the Company under the terms of the Purchase Agreement or any of the other Transaction Documents.

6. Each of the Parties hereby represents and warrants that as of the date hereof, after giving effect to this Amendment (the terms of which shall not constitute an Event of Default), no Event of Default exists and is continuing.

7. Section 5.9 of the Purchase Agreement (Governing Law) shall be applicable to this Amendment.

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

IN WITNESS WHEREOF, each of the Company and the Investor has caused this Amendment to be effective and signed in its name effective as of the date set forth above.