0001193125-13-100689 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 11th, 2013 • NGP Natural Resources X, L.P. • Crude petroleum & natural gas • New York

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2013, by and between Triangle Petroleum Corporation, a Delaware corporation (“Triangle”), NGP Triangle Holdings, LLC, a Delaware limited liability company (“NGP Triangle”), NGP Natural Resources X, L.P., a Delaware limited partnership (“NGP X”) and NGP Natural Resources X Parallel Fund, L.P., a Delaware limited partnership (“NGP Parallel” and together with NGP Triangle and NGP X, the “NGP Parties”). Triangle and the NGP Parties are referred to collectively herein as the “Parties.”

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FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • March 11th, 2013 • NGP Natural Resources X, L.P. • Crude petroleum & natural gas • New York

This First Amendment (this “Amendment”) to the INVESTMENT AGREEMENT, dated as of July 31, 2012 (the “Investment Agreement”), is entered into as of March 8, 2013 by and between Triangle Petroleum Corporation, a Delaware corporation (“Triangle”), NGP Natural Resources X, L.P., a Delaware limited partnership (the “Parent”), NGP Triangle Holdings, LLC, a Delaware limited liability company (the “Purchaser”), and NGP Natural Resources X Parallel Fund, L.P., a Delaware limited partnership (“NGP Parallel”). Unless otherwise specified, capitalized terms used but not defined herein are used as defined in the Investment Agreement.

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