posam1060308ex4-1.htm


    THE
WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, NOR ANY OTHER APPLICABLE SECURITIES ACT (THE “ACTS”), AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISTRIBUTED, UNLESS
THERE IS AN  EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING
SUCH WARRANTS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED ON BY COUNSEL FOR THE COMPANY) STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM OR IN
COMPLIANCE WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACTS.

    


    Exercisable
on or before

    the
Expiration of Warrant Date

    (as
defined in Section 8 below)

    


    


    WARRANT
TO PURCHASE

    COMMON
STOCK

    


    of

    


    STERLING
OIL & GAS COMPANY

    (a
Nevada Corporation)

    


    WARRANT
NO. ____

    


    THIS
CERTIFIES THAT, for value received, ________________ (the “Holder”) is entitled
to subscribe for and purchase ___________________________ (______) shares (as
adjusted pursuant to Section 3 hereof) of the fully paid and nonassessable
Common Stock, $0.00001 par value (the “Shares”) of Sterling Oil & Gas
Company, a Nevada corporation (the “Company”), at the price of fifty cents
($0.50) per share (the “Exercise Price”) (as adjusted pursuant to Section 3
hereof), subject to the provisions and upon the terms and conditions hereinafter
set forth.

    


    This
Warrant is issued pursuant to and subject to the purchase of registered common
stock as of ___________, 2008, by the Holder.   In the event of
the sale by the Holder of the appurtenant registered common shares, this warrant
is detachable and may not be sold in the absence of an exemption from
registration, as provided in the legend above.

    


    1. Method of Exercise;
Payment.

    


    (a) Exercise.  The
purchase rights represented by this Warrant may be exercised by the Holder, in
whole or in part, by the surrender of this Warrant (with the notice of exercise
form attached hereto as Exhibit A duly executed) at the principal office of the
Company, and by the payment to the Company, by cash in the form of certified,
cashier's or other check acceptable to the Company in an amount equal to the
aggregate Exercise Price of the Shares being


    
      
         


      

      
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    purchased.

    


    (b) Stock
Certificates.  In the event of any exercise of the rights
represented by this Warrant, certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time and, unless this Warrant has
been fully exercised or has expired, a new Warrant representing the shares with
respect to which this Warrant shall not have been exercised shall also be issued
to the Holder within such time.

    


    2. Stock Fully Paid;
Reservation of Shares.  All of the Shares issuable upon the
exercise of the rights represented by this Warrant will, upon issuance and
receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the issue
thereof.  During the period within which the rights represented by
this Warrant may be exercised, the Company shall at all times have authorized
and reserved for issuance sufficient shares of its undesignated Common
Stock  to provide for the exercise of the rights represented by this
Warrant.

    


    3. Adjustments.  Subject
to the provisions of Section 11 hereof, the number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price therefor
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:

    


    (a) Reclassification.  In
case of any reclassification or change of the Common Stock (other than a change
in par value, or as a result of a subdivision or combination), the Company shall
execute a new Warrant, providing that the holder of this Warrant shall have the
right to exercise such new Warrant, and procure upon such exercise and payment
of the same aggregate Exercise Price, in lieu of the shares of the Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification or change, by a holder of an equivalent number of shares of
Common Stock.  Such new Warrant shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 3. The provisions of this subsection (a), subject to Section
11 hereof, shall similarly apply to successive reclassifications or
changes.

    


    (b) Stock Splits, Dividends and
Combinations. In the event that the Company shall at any time subdivide
the outstanding shares of Common Stock or shall issue a stock dividend on its
outstanding shares of Common Stock the number of Shares issuable upon exercise
of this Warrant immediately prior to such subdivision or to the issuance of such
stock dividend shall be proportionately increased, and the Exercise Price shall
be proportionately decreased, and in the event that the Company shall at any
time combine the outstanding shares of Common Stock the number of Shares
issuable upon exercise of this Warrant immediately prior to such combination
shall be proportionately decreased, and the Exercise Price shall be
proportionately increased, effective at the close of business on the date of
such subdivision, stock dividend or combination, as the case may
be.

    


    4. Notice of
Adjustments. Whenever the number of Shares purchasable hereunder or the
Exercise Price thereof shall be adjusted pursuant to Section 3 hereof, the
Company shall provide notice to the Holder setting forth, in reasonable detail,
the event requiring the adjustment, the


    
      
         


      

      
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    amount of
the adjustment, the method by which such adjustment was calculated, and the
number and class of Shares which may be purchased and the Exercise Price
therefore after giving effect to such adjustment.

    


    5. Fractional
Shares.  This Warrant may not be exercised for fractional
shares.  In lieu of fractional shares the Company shall make a cash
payment therefore based upon the fair market value of the Shares or may round
the shares to be issued to the nearest whole share.

    


    6. Restrictive Legend;
Restrictions Upon Transfer.  The Shares to be issued pursuant
to exercise of the Warrant (unless registered under the Act) shall be stamped or
imprinted with a restrictive legend and will be subject to restrictions on
transfer, in each case as provided herein and in the Agreement.

    


    7. Rights of
Shareholders. No holder of this Warrant shall be entitled, as a Warrant
holder, to vote or receive dividends or be deemed the holder of the Shares or
any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the Shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein.

    


    8. Expiration of
Warrant. This Warrant shall expire and shall no longer be exercisable at
5:00 p.m. Mountain Time, on ______________, 2011, a date exactly three (3) years
from the date of the purchase of the Warrant.

    


    9. Assignment.  Neither
this Warrant nor any of the rights, interests or obligations hereunder may be
assigned, by operation of law or otherwise, in whole or in part, by the Company
or the Holder without the prior written consent of the other, except in
connection with an assignment in whole to a successor corporation to the
Company, provided that such successor corporation acquires all or substantially
all of the Company's property and assets and the Holder's rights hereunder are
not impaired.

    


    10. Notices. All notices
and other communications required or permitted hereunder shall be in writing,
shall be effective when given, and shall in any event be deemed to be given upon
receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail,
postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day
after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid for priority overnight delivery, or (d) one business
day after the business day of facsimile transmission, if delivered by facsimile
transmission with copy by first class mail, postage prepaid, and shall be to the
address set forth for such party in the Agreement or at such other address as a
party may designate by ten days advance written notice to the other party
pursuant to the provisions above.


    
      
         


      

      
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    11. Reorganization,
Reclassification, Consolidation, Merger or Sale.  If any
reorganization of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected in such
a way that holders of Common Stock shall be entitled to receive stock,
securities, or other assets or property, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provisions shall be made whereby the holder hereof shall thereafter
have the right to purchase and receive (in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby) such shares of stock, securities or
other assets or property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock, equal to the number
of shares of such stock immediately theretofore purchasable and receivable upon
the exercise of the rights represented hereby.  In any reorganization
described above, appropriate provision shall be made with respect to the rights
and interests of the Holder of this Warrant that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price
and of the number of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise
hereof.

    


    12. Governing Law. This
Warrant shall be governed by and construed under the laws of the State of
Nevada.

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be issued as of the date
first written above.

    


    


    STERLING
OIL & GAS COMPANY

    


    


    


    By:
_________________________

          Timothy
G. Barritt

          President

    


    


    Attachment

    Exhibit
A - Notice of Exercise

    


    


    


    


    


    


    



    
      
         


      

      
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    EXHIBIT
A

    


    NOTICE OF
EXERCISE

    


    


    To:                      
Sterling Oil & Gas Company

    Attention:                                
President

    


    1. The
undersigned hereby elects to purchase __________ shares of Common Stock of Big
Cat Energy Corp. (the “Company”) pursuant to the terms of the attached
Warrant.

    


    2. The
undersigned elects to exercise the attached Warrant by means of a cash payment,
and tenders herewith payment in full for the purchase price of the shares being
purchased.

    


    3. Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned.

    


    


    


    ________________________________

    


    [Investor
Name]

    Date:

     

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