Form of Warrant sold as part of February 2006 private placement


    EXHIBIT
      10.6

     

    


     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”). THE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE
      OF A
      CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH
      RESPECT TO SUCH SECURITY, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT
      THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    of

     

    Petro
      Resources Corporation

    (a
      Delaware Corporation)

    


    THIS
      CERTIFIES THAT, for value received, __________________________ (the
“Holder”),
      as
      registered owner of this Warrant, is entitled to at any time or from time to
      time before 5:00 p.m., Houston, Texas time, on March 10, 2011 (the
“Expiration
      Time”)
      but
      not thereafter, to subscribe for, purchase and receive up to _____________
      fully
      paid and nonassessable shares of the $.01 par value common stock (the
“Common
      Stock”),
      of
      Petro Resources Corporation, a Delaware corporation (the “Company”).
      The
      exercise price for such number of shares will be $3.00 per share. The number
      of
      shares of Common Stock deliverable hereunder, and the price to be paid for
      a
      share of Common Stock may be adjusted from time to time as hereinafter set
      forth. The shares of Common Stock deliverable hereunder, as adjusted from time
      to time, are hereinafter sometimes referred to as “Warrant
      Stock.”
The
      exercise price of a share of Warrant Stock in effect at any time, and as
      adjusted from time to time, is hereinafter sometimes referred to as the
“Exercise
      Price.”

    


    1. Exercise
      of Warrant.
      This
      Warrant may be exercised in whole or part at any time and from time to time
      after the date hereof and prior to the Expiration Time by presentation and
      surrender of this Warrant and payment by cashier's check of the Exercise Price
      for such shares of Warrant Stock to the Company at the principal office of
      the
      Company. If the subscription rights represented hereby are not exercised at
      or
      before the Expiration Time, this Warrant will become and be void without further
      force or effect, and all rights represented hereby will cease and expire. This
      Warrant may be exercised in accordance with its terms in whole or in part
      (payment of a portion of the Exercise Price will proportionately reduce the
      number of shares to be issued to the Holder). In the event of the exercise
      in
      part only, the Company will cause to be delivered to the Holder a new Warrant
      of
      like tenor to this Warrant in the name of the Holder evidencing the right of
      the
      Holder to purchase the number of shares of the Warrant Stock purchasable
      hereunder as to which this Warrant has not been exercised or
      assigned.

    


    2. Rights
      of the Holder.
      Holder
      will not be entitled to vote or receive dividends or be deemed the holder of
      Common Stock or any other securities of the Company that may at any time be
      issuable on the exercise hereof for any purpose, nor will anything contained
      herein be construed to confer upon the Holder of this Warrant, as such, any
      of
      the rights of a shareholder of the Company or any right to vote for the election
      of directors or upon any matters submitted to shareholders at any meeting
      thereof, or to give or withhold consent to any corporate action (whether upon
      any recapitalization, issue of stock, reclassification of stock, change of
      par
      value or change of stock to no par value, consolidation, merger, conveyance,
      or
      otherwise) or to receive dividends or subscription rights or otherwise until
      this Warrant has been exercised and the Warrant Stock issuable upon the exercise
      hereof has become deliverable as provided herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Adjustments
      to Exercise Price and Number of Shares.

    


    (a) Adjustment
      for Reclassifications.
      If at
      any time or from time to time after the issue date the holders of the Common
      Stock of the Company (or any shares of stock or other securities at the time
      receivable upon the exercise of this Warrant) have received, or, on or after
      the
      record date fixed for the determination of eligible stockholders, have become
      entitled to receive, without payment therefore, other or additional stock or
      other securities or property (including cash) by way of stock-split, spinoff,
      reclassification, combination of shares or similar corporate rearrangement
      (exclusive of any stock dividend of its or any subsidiary's capital stock),
      then
      and in each such case the Holder of this Warrant, upon the exercise hereof
      as
      provided in Section 1, will be entitled to receive the amount of stock and
      other
      securities and property which such Holder would hold on the date of such
      exercise if on the issue date he had been the holder of record of the number
      of
      shares of Common Stock of the Company called for on the face of this Warrant
      and
      had thereafter, during the period from the issue date, to and including the
      date
      of such exercise, retained such shares and/or all other or additional stock
      and
      other securities and property receivable by him as aforesaid during such period,
      giving effect to all adjustments called for during such period. In the event
      of
      any such adjustment, the Exercise Price will be adjusted
      proportionately.

     

    (b) Adjustment
      for Reorganization, Consolidation, Merger.
      In the
      event of any reorganization of the Company (or any other corporation the stock
      or other securities of which are at the time receivable on the exercise of
      this
      Warrant) after the issue date, or in case, after such date, the Company (or
      any
      such other corporation) consolidates or merges with another corporation
      (including any merger in which the Company is the survivor) or conveys all
      or
      substantially all of its assets to another corporation, then and in each such
      case the Holder of this Warrant, upon the exercise hereof as provided in Section
      1 at any time after the consummation of such reorganization, consolidation,
      merger or conveyance, will be entitled to receive, in lieu of the stock or
      other
      securities and property receivable upon the exercise of this Warrant prior
      to
      such consummation, the stock or other securities or property to which such
      Holder would be entitled had the Holder exercised this Warrant immediately
      prior
      thereto, all subject to further adjustment as provided herein; in each such
      case, the terms of this Warrant will be applicable to the shares of stock or
      other securities or property receivable upon the exercise of this Warrant after
      such consummation.

     

    4. Transfer
      to Comply with the Securities Act of 1933.

    


    (a) This
      Warrant and the Warrant Stock or any other security issued or issuable upon
      exercise of this Warrant may not be sold, transferred or otherwise disposed
      of
      except to a person who, in the opinion of counsel for the Company, is a person
      to whom this Warrant or such Warrant Stock may legally be transferred without
      registration and without the delivery of a current prospectus under the
      Securities Act with respect thereto and then only against receipt of an
      agreement of such person to comply with the provisions of this Section 4
      with respect to any resale or other disposition of such securities.

     

    (b) The
      Company may cause the following legend to be set forth on each certificate
      representing Warrant Stock or any other security issued or issuable upon
      exercise of this Warrant, unless counsel for the Company is of the opinion
      as to
      any such certificate that such legend is unnecessary:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SHARES HAVE BEEN
      ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE
      ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE
      SECURITIES ACT.

     

    5. Reservation
      of Common Stock, Etc.
      There
      will be reserved, and the Company will at all times keep reserved, out of the
      authorized and unissued shares of Common Stock, a number of shares sufficient
      to
      provide for the exercise of this Warrant.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer on this 10th day of March, 2006.

     

    
      	 	 	 
	 	PETRO
              RESOURCES
              CORPORATION, 
              a
                Delaware corporation

            
	 
 	 
 	 
 
	
            	By:  	/s/ Wayne
              P.
              Hall
	 	
              

            
	 	Wayne
              P.
              Hall, Chief Executive Officer


    

     

     

     

     

    -3-