PETRO RIVER OIL CORP. WARRANT
EXHIBIT 10.2
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
WARRANT
Warrant
No. 2 Dated: ______, 2017
PETRO
RIVER OIL CORP., a Delaware corporation (the “Company”), hereby certifies that,
for value received, PETRO EXPLORATION FUNDING II, LLC or its
registered assigns (the “Holder”), is entitled to purchase
from the Company up to a total of [1,250,000]shares of common
stock, $0.00001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $____ per share (as adjusted from time to time as
provided in Section
9, the “Exercise
Price”), at any time and from time to time from and
after the date hereof and through and including the date that is
three years from the date of issuance hereof (the
“Expiration
Date”), and subject to the following terms and
conditions. This Warrant (this “Warrant”) is one of a series of
similar warrants issued pursuant to that certain Securities
Purchase Agreement, dated as of September __, 2017, by and among
the Company and the Purchasers identified therein (the
“Purchase
Agreement”). All such warrants are referred to herein,
collectively, as the “Warrants.”
1. Definitions.
In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Purchase
Agreement.
2. Registration
of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the
“Warrant
Register”), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the
contrary.
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3. Registration
of Transfers. The Company shall register the assignment and
transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment
attached hereto on Annex
B duly completed and signed, to the Company’s transfer
agent or to the Company at its address specified herein. Upon any
such registration or transfer, a new warrant to purchase Common
Stock, in substantially the form of this Warrant (any such new
warrant, a “New
Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee thereof shall
be deemed the acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant.
4. Exercise
and Duration of Warrants.
(a) This
Warrant shall be exercisable by the registered Holder at any time
and from time to time on or after the date hereof to and including
the Expiration Date. At 6:30 P.M., New York City time on the
Expiration Date, the portion of this Warrant not exercised prior
thereto shall be and become void and of no value.
(b) A
Holder may exercise this Warrant by delivering to the Company (i)
an exercise notice, in the form attached hereto on Annex A (the
“Exercise
Notice”), appropriately completed and duly signed, and
(ii) payment of the Exercise Price for the number of Warrant
Shares as to which this Warrant is being exercised, and the date
such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an
“Exercise Date.”
The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of
the Exercise Notice shall have the same effect as cancellation of
the original Warrant and issuance of a New Warrant evidencing the
right to purchase the remaining number of Warrant Shares, if
any.
5. Delivery
of Warrant Shares.
(a) Upon
the exercise of this Warrant, the Company shall promptly (but in no
event later than three Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the
written order of the Holder and in such name or names as the Holder
may designate, a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends unless a registration
statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder thereunder is not then effective
and the Warrant Shares are not freely transferable without volume
restrictions pursuant to Rule 144 under the Securities Act. The
Holder, or any Person so designated by the Holder to receive
Warrant Shares, shall be deemed to have become holder of record of
such Warrant Shares as of the Exercise Date. The Company shall,
upon request of the Holder, use its best efforts to deliver Warrant
Shares hereunder electronically through the Depository Trust
Corporation or another established clearing corporation performing
similar functions.
(b) This
Warrant is exercisable, either in its entirety or, from time to
time, for a portion of the number of Warrant Shares. Upon surrender
of this Warrant following one or more partial exercises, the
Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of
Warrant Shares.
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(c) The
Company’s obligations to issue and deliver Warrant Shares
upon an exercise in accordance with Section 4(b) above are absolute
and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to
any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other Person of any
obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any
other circumstance which might otherwise limit such obligation of
the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.
6. Charges,
Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax,
withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of
which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in
a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.
7. Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in
lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction and customary and reasonable
indemnity, if requested.
8. Reservation
of Warrant Shares. The Company covenants that it will at all
times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant
as herein provided, the number of Warrant Shares which are then
issuable and deliverable upon the exercise of this entire Warrant,
free from preemptive rights or any other contingent purchase rights
of persons other than the Holder (taking into account the
adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company
will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any
requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed.
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9. Certain
Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.
(a) Stock
Dividends and Splits. If the Company, at any time while this
Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital
stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares,
or (iii) combines outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before
such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii)
of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.
(b) Pro
Rata Distributions. If the Company, at any time while this
Warrant is outstanding, distributes to holders of Common Stock (i)
evidences of its indebtedness, (ii) any security (other than a
distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any
security, or (iv) any other asset (in each case,
“Distributed
Property”), then in each such case the Exercise Price
in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution
shall be adjusted (effective on such record date) to equal the
product of such Exercise Price times a fraction of which the
denominator shall be the average of the Closing Prices for the five
Trading Days immediately prior to (but not including) such record
date and of which the numerator shall be such average less the then
fair market value of the Distributed Property distributed in
respect of one outstanding share of Common Stock, as determined by
the Company's independent certified public accountants that
regularly examine the financial statements of the Company (an
“Appraiser”). In
such event, the Holder, after receipt of the determination by the
Appraiser, shall have the right to select an additional appraiser
(which shall be a nationally recognized accounting firm), in which
case such fair market value shall be deemed to equal the average of
the values determined by each of the Appraiser and such appraiser.
As an alternative to the foregoing adjustment to the Exercise
Price, at the request of the Holder delivered before the
90th day
after such record date, the Company will deliver to such Holder,
within five Trading Days after such request (or, if later, on the
effective date of such distribution), the Distributed Property that
such Holder would have been entitled to receive in respect of the
Warrant Shares for which this Warrant could have been exercised
immediately prior to such record date. If such Distributed Property
is not delivered to a Holder pursuant to the preceding sentence,
then upon any exercise of the Warrant that occurs after such record
date, such Holder shall remain entitled to receive, in addition to
the Warrant Shares otherwise issuable upon such exercise (if
applicable), such Distributed Property.
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(c) Fundamental
Transactions. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects
any sale of all or substantially all of its assets in one or a
series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property, or
(iv) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 9(a) above) (in any
such case, a “Fundamental
Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have
been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the
“Alternate
Consideration”). The aggregate Exercise Price for this
Warrant will not be affected by any such Fundamental Transaction,
but the Company shall apportion such aggregate Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to
the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. In the event of a
Fundamental Transaction, the Company or the successor or purchasing
Person, as the case may be, shall execute with the Holder a written
agreement providing that:
(x)
this Warrant shall
thereafter entitle the Holder to purchase the Alternate
Consideration in accordance with this Section 9(c),
(y)
in the case of any
such successor or purchasing Person, upon such consolidation,
merger, statutory exchange, combination, sale or conveyance, such
successor or purchasing Person shall be jointly and severally
liable with the Company for the performance of all of the Company's
obligations under this Warrant and the Purchase Agreement,
and
(z)
if registration or
qualification is required under the Securities Act or applicable
state law for the public resale by the Holder of shares of stock
and other securities so issuable upon exercise of this Warrant,
such registration or qualification shall be completed prior to such
reclassification, change, consolidation, merger, statutory
exchange, combination, sale or conveyance.
If, in
the case of any Fundamental Transaction, the Alternate
Consideration includes shares of stock, other securities, other
property or assets of a Person other than the Company or any such
successor or purchasing Person, as the case may be, in such
Fundamental Transaction, then such written agreement shall also be
executed by such other Person and shall contain such additional
provisions to protect the interests of the Holder as the Board of
Directors of the Company shall reasonably consider necessary by
reason of the foregoing. At the Holder’s request, any
successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to
purchase the Alternate Consideration for the aggregate Exercise
Price upon exercise thereof. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the
provisions of this paragraph (c) and insuring that the Warrant (or
any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction. If
any Fundamental Transaction constitutes or results in a Change of
Control, then at the request of the Holder delivered before the
90th day
after such Fundamental Transaction, the Company (or any such
successor or surviving entity) will purchase this Warrant from the
Holder for a purchase price, payable in cash within five Trading
Days after such request (or, if later, on the effective date of the
Fundamental Transaction), equal to the Black-Scholes value of the
remaining unexercised portion of this Warrant on the date of such
request.
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(d) Number
of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant to paragraphs (a), or (b) of this Section,
the number of Warrant Shares that may be purchased upon exercise of
this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable
hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.
(e) Calculations.
All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered
an issue or sale of Common Stock.
(f) Notice
of Adjustments. Upon the occurrence of each adjustment
pursuant to this Section
9, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement
of the adjusted Exercise Price and adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this
Warrant (as applicable), describing the transactions giving rise to
such adjustments and showing in reasonable detail the facts upon
which such adjustment is based. The Company will deliver a copy of
each such certificate to the Holder within 10 Trading Days of the
occurrence of such adjustment.
(g) Notice
of Corporate Events. If the Company (i) declares a dividend
or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or
approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the
Holder a notice describing the material terms and conditions of
such transaction, at least 20 calendar days prior to the applicable
record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to
such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to
participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action
required to be described in such notice.
10. Payment
of Exercise Price. The Holder shall pay the Exercise Price
in immediately available funds.
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11. Limitation
on Exercise. Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be
acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other
Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of
the Exchange Act, does not exceed 4.999% (the “Threshold Percentage”) or 9.999%
(the “Maximum
Percentage”) of the total number of issued and
outstanding shares of Common Stock (including for such purpose the
shares of Common Stock issuable upon such exercise (or other
issuance)). For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. Each delivery of
an Exercise Notice hereunder will constitute a representation by
the Holder to the Company that the Holder has evaluated the
limitations set forth in this paragraph and determined that
issuance of the full number of Warrant Shares requested in such
Exercise Notice is permitted under this paragraph. The
Company’s obligation to issue shares of Common Stock in
excess of the limitation referred to in this Section shall be
suspended (and shall not terminate or expire notwithstanding any
contrary provisions hereof) until such time, if any, as such shares
of Common Stock may be issued in compliance with such limitation.
By written notice to the Company, the Holder shall have the right
(x) at any time and from time to time to reduce its Maximum
Percentage immediately upon notice to the Company in the event and
only to the extent that Section 16 of the Exchange Act or the rules
promulgated thereunder (or any successor statute or rules) is
changed to reduce the beneficial ownership percentage threshold
thereunder to a percentage less than 9.999% and (y) at any time and
from time to time to waive the provisions of this Section insofar
as they relate to the Threshold Percentage or to increase or
decrease its Threshold Percentage (but not in excess of the Maximum
Percentage) unless the Holder shall have, by written instrument
delivered to the Company, irrevocably waived its rights to so
increase or decrease its Threshold Percentage, but (i) any such
waiver, increase or decrease will not be effective until the
61st day
after such notice is delivered to the Company, and (ii) any such
waiver, increase or decrease will apply only to the Holder and not
to any other holder of Warrants.
12. Fractional
Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this
Warrant. If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable upon exercise of this
Warrant, the number of Warrant Shares to be issued will be rounded
up to the nearest whole share or right to purchase the nearest
whole share, as the case may be.
13. Notices.
Any and all notices or other communications or deliveries hereunder
(including without limitation any Exercise Notice) 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 at the facsimile number specified in this
Section prior to 6:30 p.m. (New York City time) on a Trading Day,
(ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day
or later than 6:30 p.m. (New York City time) on any Trading Day,
(iii) the Trading Day following the date of mailing, if sent by a
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 or communications shall be as
set forth in the Purchase Agreement.
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14. Warrant
Agent. The Company shall serve as warrant agent under this
Warrant. Upon 30 days' notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant
agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate
trust or stockholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such
successor warrant agent shall promptly cause notice of its
succession as warrant agent to be mailed (by first class mail,
postage prepaid) to the Holder at the Holder's last address as
shown on the Warrant Register.
15. Miscellaneous.
(a) Subject
to the restrictions on transfer set forth on the first page hereof,
this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the Company except to a successor in the event of a
Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective
successors and assigns. Subject to the preceding sentence, nothing
in this Warrant shall be construed to give to any Person other than
the Company and the Holder any legal or equitable right, remedy or
cause of action under this Warrant. This Warrant may be amended
only in writing signed by the Company and the Holder and their
successors and assigns.
(b) The
Company will not, by amendment of its governing documents or
through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any Warrant Shares
above the amount payable therefor on such exercise, (ii) will take
all such action as may be reasonably necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares on the exercise of this Warrant, and
(iii) will not close its stockholder books or records in any manner
which interferes with the timely exercise of this
Warrant.
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(c) Governing
Law; Venue; Waiver Of Jury Trial. all questions concerning
the construction, validity, enforcement and interpretation of this
warrant shall be governed by and construed and enforced in
accordance with the laws of the state of new york. each party
hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the city of new york, borough
of manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any
of the transaction documents), and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper. each party
hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner
permitted by law. the company hereby waives all rights to a trial
by jury.
(d) The
headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of
the provisions hereof.
(e) In
case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and
enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.
[REMAINDER
OF ▇▇▇▇ INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated
above.
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By:
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Name:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Title:
President
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Annex A
FORM OF
EXERCISE NOTICE
(To be
executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)
The
undersigned is the Holder of Warrant No. 2 (the “Warrant”) issued by Petro River
Oil Corp., a Delaware corporation (the “Company”). Capitalized terms used
herein and not otherwise defined have the respective meanings set
forth in the Warrant.
1.
The Warrant is
currently exercisable to purchase a total of ______________ Warrant
Shares.
2.
The undersigned
Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.
3.
The Holder intends
that payment of the Exercise Price shall be made in immediately
available funds.
4.
The holder shall
pay the sum of $____________ to the Company in accordance with the
terms of the Warrant.
5.
Pursuant to this
exercise, the Company shall deliver to the holder _______________
Warrant Shares in accordance with the terms of the
Warrant.
6.
Following this
exercise, the Warrant shall be exercisable to purchase a total of
______________ Warrant Shares.
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Dated: ,
_____
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Name of
▇▇▇▇▇▇:
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(Print)
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By:
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Name:
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Title:
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(Signature
must conform in all respects to name of holder as specified on the
face of the Warrant)
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Annex B
FORM OF
ASSIGNMENT
[To be
completed and signed only upon transfer of Warrant]
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the
within Warrant to purchase ____________ shares of Common Stock of
Petro River Oil Corp.. to which the within Warrant relates and
appoints ________________ attorney to transfer said right on the
books of Petro River Oil Corp.. with full power of substitution in
the premises.
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Dated: ,
______
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(Signature
must conform in all respects to name of holder as specified on the
face of the Warrant)
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__________________________________ |
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Address
of Transferee
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__________________________________ |
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__________________________________ |
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In the
presence of:
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