NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


FOOTHILLS
EXPLORATION, INC.


 


Warrant
Shares: 2,062,500


Date
of Issuance: November 1, 2018 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $380,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Labrys
Fund, LP, a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or
after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”),
up to 2,062,500 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be
adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated
November 1, 2018, by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.20,
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary
thereof.


 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder
shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company
shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”)
in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate
Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.


 




    	 	 	 



    	 



    

 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and
such failure shall be deemed an event of default under the Note.


 


Call
Option. The Company shall have an option to call the Warrant (the “Call”) beginning on the Issuance Date and ending
on the date which is one hundred eighty (180) calendar days following the Issuance Date for a total consideration of Twenty Thousand
U.S. Dollars and No/Cents ($20,000.00) (the “Call Payment”). If the Company exercises the Call, then the Company shall
make the Call Payment to the Holder within five (5) business days of the date that the Company exercises the Call. If the Call
Payment is not made within the required time frame, then the Company shall permanently lose its right to exercise the Call with
respect to this Warrant.


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares
pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described
below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event
the Company shall issue to Holder a number of Common Stock computed using the following formula:


 


X
= Y (A-B)


A


 


	 	Where	X
    =	 	the
    number of Shares to be issued to Holder.
	 	 	 	 	 
	 	 	Y
    =	 	the
                                                                              number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

	 	 	 	 	 
	 	 	A
    =	 	the
    Market Price (at the date of such calculation).
	 	 	 	 	 
	 	 	B
    =	 	Exercise
    Price (as adjusted to the date of such calculation).


 


(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.


 




    	 	2	 



    	 



    

 


(c)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess
of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder
or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of
the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in
the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the
Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply
to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.
The Company covenants that this Warrant is outstanding, the Company will reserve from its authorized and unissued Common Stock
a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full exercise
of this Warrant. The Company is required at all times to have authorized and reserved two and a half times the number of shares
that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect at that time)(the “Reserved
Amount”). The Reserved Amount shall be increased from time to time in accordance with the Company’s obligations hereunder.


 




    	 	3	 



    	 



    

 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case:


 


(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date; and


 


(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause
(i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares
of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of
an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder
pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate
exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance
with the first part of this clause (ii).


 


(b)
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while
this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities
entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited
to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share
Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock
or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less
than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive
Issuance), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price,
and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder,
after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the
Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject
to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive
Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the
Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.


 




    	 	4	 



    	 



    

 


3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (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 by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common
Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, 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) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of
the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained
herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the 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. To the extent necessary to effectuate the foregoing provisions, any Successor
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 exercise such warrant into Alternate Consideration.


 


4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant
is outstanding, have authorized and reserved, free from preemptive rights, ten (10) times the number of shares of Common Stock
into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without
regard to any limitations on exercise).


 


5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself,
shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 




    	 	5	 



    	 



    

 


6.
REISSUANCE.


 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date.


 


7.
TRANSFER.


 


(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly
upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by
the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder
will limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with
prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of
any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock
or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any
Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public
prior to or in conjunction with such notice being provided to the Holder.


 


9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 




    	 	6	 



    	 



    

 


10.
GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts or federal courts located in the Commonwealth of Massachusetts. The
parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other
party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document 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 other
manner permitted by law.


 


11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Nasdaq” means www.Nasdaq.com.


 


(b)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security
on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does
not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported
by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such
security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid
and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)
“Common Stock” means the Company’s common stock, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


(d)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 




    	 	7	 



    	 



    

 


(e)
“Dilutive Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above;
provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.


 


(f)
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or directors
of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors
of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities
issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, and (iii) shares of Common
Stock issued pursuant to any real property leasing arrangement approved by the Board of Directors of the Company.


 


(g)
“Principal Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(h)
“Market Price” means the highest traded price of the Common Stock during the sixty Trading Days prior to the
date of the respective Exercise Notice.


 


(i)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market,
(ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading
occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


*
* * * * * *


 




    	 	8	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	FOOTHILLS
    EXPLORATION, INC.
	 	 	 
	 	 	/s/ B.P.
    Allaire
	 	Name:	B.P.
    Allaire
	 	Title:	Chief
    Executive Officer


 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Foothills Exploration, Inc., a Delaware
corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 





	1.
    	Form
    of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):







 


	 	[  ]	a
    cash exercise with respect to _________________ Warrant Shares; or
	 	[  ]	by
    cashless exercise pursuant to the Warrant.


 





	2.
    	Payment of Exercise
    Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of
    $___________________ to the Company in accordance with the terms of the Warrant.
	 	 
	3.	Delivery of Warrant
    Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the
    Warrant.







 


Date:
_______________________________


 


	 	 
	 	(Print
    Name of Registered Holder)
	 	 	 
	 	By:
    	 
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



    	 



    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Foothills Exploration,
Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer
said right on the books of Foothills Exploration, Inc. with full power of substitution and re-substitution in the premises. By
accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Dated:
__________________


 


	 	 
	 	(Signature)
    *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social
    Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.