EXHIBIT 10.3



 


THIS
COMMON STOCK PURCHASE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF 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.


 


JAMESON
STANFORD RESOURCES CORPORATION


COMMON
STOCK PURCHASE WARRANT


 


Jameson
Stanford Resources Corporation, a Nevada corporation (the “Company”), hereby agrees that, for value received,
Edward F. Brogan (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
at any time or from time to time before 5:00 p.m. ET, on October 31, 2015, up to 500,000 shares of Common Stock of the Company
(the “Common Stock”), at an exercise price of $1.00 per share, subject to adjustment (the “Exercise
Price”). This Common Stock Purchase Warrant (the “Warrant”) was offered as part of a private securities
offering of 12% Convertible Redeemable Promissory Notes and Common Stock Purchase Warrants, the terms of which are described in
such respective agreements executed by the Holder of same date herewith (the “Offering”).


 


	1.		EXERCISE
                                                                                                                                                                                                                                                            OF
                                                                                                                                                                                                                                                            WARRANT.
                                                                                                                                                                                                                                                            The
                                                                                                                                                                                                                                                            purchase
                                                                                                                                                                                                                                                            rights
                                                                                                                                                                                                                                                            granted
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                            Warrant
                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                                            exercised
                                                                                                                                                                                                                                                            in
                                                                                                                                                                                                                                                            whole
                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                            in
                                                                                                                                                                                                                                                            part
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            Holder
                                                                                                                                                                                                                                                            surrendering
                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                            Warrant
                                                                                                                                                                                                                                                            with
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            form
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            exercise
                                                                                                                                                                                                                                                            document
                                                                                                                                                                                                                                                            attached
                                                                                                                                                                                                                                                            hereto
                                                                                                                                                                                                                                                            duly
                                                                                                                                                                                                                                                            executed
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            such
                                                                                                                                                                                                                                                            Holder,
                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            Company
                                                                                                                                                                                                                                                            at
                                                                                                                                                                                                                                                            its
                                                                                                                                                                                                                                                            principal
                                                                                                                                                                                                                                                            office,
                                                                                                                                                                                                                                                            accompanied
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            cash
                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            certified
                                                                                                                                                                                                                                                            check
                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                            bank
                                                                                                                                                                                                                                                            wire
                                                                                                                                                                                                                                                            transfer
                                                                                                                                                                                                                                                            in
                                                                                                                                                                                                                                                            immediately
                                                                                                                                                                                                                                                            available
                                                                                                                                                                                                                                                            funds
                                                                                                                                                                                                                                                            payable
                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            order
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            Company
                                                                                                                                                                                                                                                            for
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            purchase
                                                                                                                                                                                                                                                            price
                                                                                                                                                                                                                                                            payable
                                                                                                                                                                                                                                                            in
                                                                                                                                                                                                                                                            respect
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            shares
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            Common
                                                                                                                                                                                                                                                            Stock
                                                                                                                                                                                                                                                            being
                                                                                                                                                                                                                                                            purchased
                                                                                                                                                                                                                                                            (the
                                                                                                                                                                                                                                                            “Warrant
                                                                                                                                                                                                                                                            Shares”).
                                                                                                                                                                                                                                                            If
                                                                                                                                                                                                                                                            less
                                                                                                                                                                                                                                                            than
                                                                                                                                                                                                                                                            all
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            shares
                                                                                                                                                                                                                                                            purchasable
                                                                                                                                                                                                                                                            hereunder
                                                                                                                                                                                                                                                            are
                                                                                                                                                                                                                                                            purchased,
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            Company
                                                                                                                                                                                                                                                            will,
                                                                                                                                                                                                                                                            upon
                                                                                                                                                                                                                                                            such
                                                                                                                                                                                                                                                            exercise,
                                                                                                                                                                                                                                                            execute
                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                            deliver
                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            Holder
                                                                                                                                                                                                                                                            hereof
                                                                                                                                                                                                                                                            a
                                                                                                                                                                                                                                                            new
                                                                                                                                                                                                                                                            Warrant
                                                                                                                                                                                                                                                            (dated
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            date
                                                                                                                                                                                                                                                            hereof)
                                                                                                                                                                                                                                                            evidencing
                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                            number
                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                            shares
                                                                                                                                                                                                                                                            not
                                                                                                                                                                                                                                                            so
                                                                                                                                                                                                                                                            purchased.



 


			Net
                                                                                                                                                                 Issue
                                                                                                                                                                 Exercise.
                                                                                                                                                                 In
                                                                                                                                                                 lieu
                                                                                                                                                                 of
                                                                                                                                                                 exercising
                                                                                                                                                                 this
                                                                                                                                                                 Warrant,
                                                                                                                                                                 the
                                                                                                                                                                 Holder
                                                                                                                                                                 may
                                                                                                                                                                 elect
                                                                                                                                                                 to
                                                                                                                                                                 receive
                                                                                                                                                                 Warrant
                                                                                                                                                                 Shares
                                                                                                                                                                 equal
                                                                                                                                                                 to
                                                                                                                                                                 the
                                                                                                                                                                 value
                                                                                                                                                                 of
                                                                                                                                                                 this
                                                                                                                                                                 Warrant
                                                                                                                                                                 by
                                                                                                                                                                 surrender
                                                                                                                                                                 of
                                                                                                                                                                 this
                                                                                                                                                                 Warrant
                                                                                                                                                                 at
                                                                                                                                                                 the
                                                                                                                                                                 principal
                                                                                                                                                                 office
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 Company
                                                                                                                                                                 together
                                                                                                                                                                 with
                                                                                                                                                                 notice
                                                                                                                                                                 of
                                                                                                                                                                 such
                                                                                                                                                                 election,
                                                                                                                                                                 in
                                                                                                                                                                 which
                                                                                                                                                                 event
                                                                                                                                                                 the
                                                                                                                                                                 Company
                                                                                                                                                                 shall
                                                                                                                                                                 issue
                                                                                                                                                                 to
                                                                                                                                                                 the
                                                                                                                                                                 Holder
                                                                                                                                                                 the
                                                                                                                                                                 number
                                                                                                                                                                 of
                                                                                                                                                                 Warrant
                                                                                                                                                                 Shares
                                                                                                                                                                 computed
                                                                                                                                                                 using
                                                                                                                                                                 the
                                                                                                                                                                 following
                                                                                                                                                                 formula:



 


	 	 	X	=	Y*(Z-T)/Z
	 	 	 	 	 
	 	Where:	X	=	the
    number of Warrant Shares to be issued to the Holder.
	 	 	Y	=	the
    number of Warrant Shares purchasable hereunder.
	 	 	Z	=	the
    market value of one Share of Common Stock on the date of determination.
	 	 	T	=	the
    per share Exercise Price (as adjusted).





  






    	- 1 -



    	 



    

 


			Market
                                                                                                                                                                 Value.
                                                                                                                                                                 For
                                                                                                                                                                 purposes
                                                                                                                                                                 of
                                                                                                                                                                 this
                                                                                                                                                                 Section
                                                                                                                                                                 1,
                                                                                                                                                                 the
                                                                                                                                                                 per
                                                                                                                                                                 share
                                                                                                                                                                 market
                                                                                                                                                                 value
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 Warrant
                                                                                                                                                                 Shares
                                                                                                                                                                 shall
                                                                                                                                                                 be
                                                                                                                                                                 the
                                                                                                                                                                 average
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 closing
                                                                                                                                                                 prices
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 Common
                                                                                                                                                                 Stock
                                                                                                                                                                 as
                                                                                                                                                                 quoted
                                                                                                                                                                 on
                                                                                                                                                                 the
                                                                                                                                                                 Over-the-Counter
                                                                                                                                                                 Bulletin
                                                                                                                                                                 Board,
                                                                                                                                                                 or
                                                                                                                                                                 the
                                                                                                                                                                 principal
                                                                                                                                                                 exchange
                                                                                                                                                                 on
                                                                                                                                                                 which
                                                                                                                                                                 the
                                                                                                                                                                 Common
                                                                                                                                                                 Stock
                                                                                                                                                                 is
                                                                                                                                                                 listed,
                                                                                                                                                                 for
                                                                                                                                                                 the
                                                                                                                                                                 fifteen
                                                                                                                                                                 trading
                                                                                                                                                                 days
                                                                                                                                                                 ending
                                                                                                                                                                 five
                                                                                                                                                                 trading
                                                                                                                                                                 days
                                                                                                                                                                 prior
                                                                                                                                                                 to
                                                                                                                                                                 the
                                                                                                                                                                 date
                                                                                                                                                                 of
                                                                                                                                                                 determination
                                                                                                                                                                 of
                                                                                                                                                                 market
                                                                                                                                                                 value.



 


			As
                                                                                                                                                                 soon
                                                                                                                                                                 as
                                                                                                                                                                 practicable
                                                                                                                                                                 after
                                                                                                                                                                 any
                                                                                                                                                                 exercise
                                                                                                                                                                 of
                                                                                                                                                                 this
                                                                                                                                                                 Warrant
                                                                                                                                                                 and
                                                                                                                                                                 payment
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 purchase
                                                                                                                                                                 price
                                                                                                                                                                 (if
                                                                                                                                                                 applicable),
                                                                                                                                                                 the
                                                                                                                                                                 Company
                                                                                                                                                                 will
                                                                                                                                                                 cause
                                                                                                                                                                 to
                                                                                                                                                                 be
                                                                                                                                                                 issued
                                                                                                                                                                 in
                                                                                                                                                                 the
                                                                                                                                                                 name
                                                                                                                                                                 of
                                                                                                                                                                 and
                                                                                                                                                                 delivered
                                                                                                                                                                 to
                                                                                                                                                                 the
                                                                                                                                                                 Holder
                                                                                                                                                                 hereof,
                                                                                                                                                                 or
                                                                                                                                                                 as
                                                                                                                                                                 such
                                                                                                                                                                 Holder
                                                                                                                                                                 may
                                                                                                                                                                 direct,
                                                                                                                                                                 a
                                                                                                                                                                 certificate
                                                                                                                                                                 or
                                                                                                                                                                 certificates
                                                                                                                                                                 representing
                                                                                                                                                                 the
                                                                                                                                                                 Warrant
                                                                                                                                                                 Shares
                                                                                                                                                                 purchased
                                                                                                                                                                 upon
                                                                                                                                                                 such
                                                                                                                                                                 exercise.
                                                                                                                                                                 The
                                                                                                                                                                 Company
                                                                                                                                                                 may
                                                                                                                                                                 require
                                                                                                                                                                 that
                                                                                                                                                                 such
                                                                                                                                                                 certificate
                                                                                                                                                                 or
                                                                                                                                                                 certificates
                                                                                                                                                                 contain
                                                                                                                                                                 on
                                                                                                                                                                 the
                                                                                                                                                                 face
                                                                                                                                                                 thereof
                                                                                                                                                                 a
                                                                                                                                                                 legend
                                                                                                                                                                 substantially
                                                                                                                                                                 as
                                                                                                                                                                 follows:



 


			“The
                                                                                                                                                                 transfer
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 shares
                                                                                                                                                                 represented
                                                                                                                                                                 by
                                                                                                                                                                 this
                                                                                                                                                                 certificate
                                                                                                                                                                 is
                                                                                                                                                                 restricted
                                                                                                                                                                 pursuant
                                                                                                                                                                 to
                                                                                                                                                                 the
                                                                                                                                                                 terms
                                                                                                                                                                 of
                                                                                                                                                                 a
                                                                                                                                                                 Common
                                                                                                                                                                 Stock
                                                                                                                                                                 Purchase
                                                                                                                                                                 Warrant
                                                                                                                                                                 dated
                                                                                                                                                                 October
                                                                                                                                                                 18,
                                                                                                                                                                 2013
                                                                                                                                                                 issued
                                                                                                                                                                 by
                                                                                                                                                                 Jameson
                                                                                                                                                                 Stanford
                                                                                                                                                                 Resources
                                                                                                                                                                 Corporation,
                                                                                                                                                                 a
                                                                                                                                                                 copy
                                                                                                                                                                 of
                                                                                                                                                                 which
                                                                                                                                                                 is
                                                                                                                                                                 available
                                                                                                                                                                 for
                                                                                                                                                                 inspection
                                                                                                                                                                 at
                                                                                                                                                                 the
                                                                                                                                                                 offices
                                                                                                                                                                 of
                                                                                                                                                                 Jameson
                                                                                                                                                                 Stanford
                                                                                                                                                                 Resources
                                                                                                                                                                 Corporation.
                                                                                                                                                                 Transfer
                                                                                                                                                                 may
                                                                                                                                                                 not
                                                                                                                                                                 be
                                                                                                                                                                 made
                                                                                                                                                                 except
                                                                                                                                                                 in
                                                                                                                                                                 accordance
                                                                                                                                                                 with
                                                                                                                                                                 the
                                                                                                                                                                 terms
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 Common
                                                                                                                                                                 Stock
                                                                                                                                                                 Purchase
                                                                                                                                                                 Warrant.
                                                                                                                                                                 In
                                                                                                                                                                 addition,
                                                                                                                                                                 no
                                                                                                                                                                 sale,
                                                                                                                                                                 offer
                                                                                                                                                                 to
                                                                                                                                                                 sell
                                                                                                                                                                 or
                                                                                                                                                                 transfer
                                                                                                                                                                 of
                                                                                                                                                                 this
                                                                                                                                                                 Common
                                                                                                                                                                 Stock
                                                                                                                                                                 Purchase
                                                                                                                                                                 Warrant
                                                                                                                                                                 or
                                                                                                                                                                 the
                                                                                                                                                                 shares
                                                                                                                                                                 of
                                                                                                                                                                 common
                                                                                                                                                                 stock
                                                                                                                                                                 represented
                                                                                                                                                                 by
                                                                                                                                                                 this
                                                                                                                                                                 certificate
                                                                                                                                                                 shall
                                                                                                                                                                 be
                                                                                                                                                                 made
                                                                                                                                                                 unless
                                                                                                                                                                 a
                                                                                                                                                                 Registration
                                                                                                                                                                 Statement
                                                                                                                                                                 under
                                                                                                                                                                 the
                                                                                                                                                                 Securities
                                                                                                                                                                 Act
                                                                                                                                                                 of
                                                                                                                                                                 1933,
                                                                                                                                                                 as
                                                                                                                                                                 amended
                                                                                                                                                                 (the
                                                                                                                                                                 “Securities
                                                                                                                                                                 Act”),
                                                                                                                                                                 with
                                                                                                                                                                 respect
                                                                                                                                                                 to
                                                                                                                                                                 such
                                                                                                                                                                 shares
                                                                                                                                                                 is
                                                                                                                                                                 then
                                                                                                                                                                 in
                                                                                                                                                                 effect
                                                                                                                                                                 or
                                                                                                                                                                 an
                                                                                                                                                                 exemption
                                                                                                                                                                 from
                                                                                                                                                                 the
                                                                                                                                                                 registration
                                                                                                                                                                 requirements
                                                                                                                                                                 of
                                                                                                                                                                 the
                                                                                                                                                                 Securities
                                                                                                                                                                 Act
                                                                                                                                                                 is
                                                                                                                                                                 then
                                                                                                                                                                 in
                                                                                                                                                                 fact
                                                                                                                                                                 applicable
                                                                                                                                                                 to
                                                                                                                                                                 such
                                                                                                                                                                 shares.”



 


2.
NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following terms, to which each Holder hereof consents and agrees:


 


(a)
Until this Warrant is duly transferred on the books of the Company, the Company may treat the registered Holder of this Warrant
as the absolute owner hereof for all purposes without being affected by any notice to the contrary.


 


(b)
Each successive Holder of this Warrant, or of any portion of the rights represented thereby, shall be bound by the terms and
conditions set forth herein.


 


3.
STOCK SPLIT; STOCK DIVIDENDS; REORGANIZATIONS. If the Company shall at any time hereafter subdivide or combine its outstanding
shares of common stock, or declare a dividend payable in common stock, the exercise price hereof in effect immediately prior to
the subdivision, combination or record date for such dividend payable in common stock shall forthwith be proportionately increased,
in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in common
stock, and the number of shares purchasable upon exercise of this Warrant immediately preceding such event shall be changed to
the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination
or dividend payable in common stock and against the number of shares purchasable upon the exercise of this Warrant immediately
preceding such event, so as to achieve an exercise price and number of shares purchasable after such event proportional to such
exercise price and number of shares purchasable immediately preceding such event.


 






    	- 1 -



    	 



    







 


(a)
No fractional shares are to be issued upon the exercise of the Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share
of the Common Stock on the day of exercise as determined in good faith by the Company.


 


(b)
In case of any capital reorganization or any reclassification of the common stock of the Company, or in the case of any consolidation
with or merger of the Company into or with another entity or the sale of all or substantially all of its assets to another entity,
which is effected in such a manner that the Holders of common stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for common stock, then, as a part of such reorganization, reclassification, consolidation, merger or
sale, as the case may be, lawful provision shall be made so that the Holder of the Warrant shall have the right thereafter to
receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the Holder would
have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger or sale, the
Holder had held the number of shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate
adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions
set forth herein with respect to the rights and interest thereafter of the Holder of the Warrant, to the end that the provisions
set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly
as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.


 


(c)
When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine
the new exercise price, and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving
at the new exercise price, and (i) cause a copy of such statement to be mailed to the Holder of the Warrant as of a date within
ten (10) days after the date when the circumstances giving rise to the adjustment occurred.


 


4.
NOTICES. The Company shall mail to the registered Holder of the Warrant, at his or her last known post office address appearing
on the books of the Company, not less than fifteen (15) days prior to the date on which (a) a record will be taken for the purpose
of determining the holders of common stock entitled to dividends (other than cash dividends) or subscription rights, or (b) a
record will be taken (or in lieu thereof, the transfer books will be closed) for the purpose of determining the Holders of common
stock entitled to notice of and to vote at a meeting of shareholders at which any capital reorganization, reclassification of
common stock, consolidation, merger, dissolution, liquidation, winding up or sale of substantially all of the Company’s
assets shall be considered and acted upon.


 






    	- 2 -



    	 



    







 


5.
RESERVATION OF COMMON STOCK. A number of shares of common stock sufficient to provide for the exercise of the Warrant and
the shares of common stock included therein upon the basis herein set forth shall at all times be reserved for the exercise hereof.


 


6.
MISCELLANEOUS. Whenever reference is made herein to the issue or sale of shares of common stock, the terms “common stock”
or “shares” shall include any stock of any class of the Company other than preferred stock that has a fixed limit
on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company.


 


(a)
The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by the Company, but will, at all times in good faith, assist,
insofar as it is able, in the carrying out of all provisions hereof and in the taking of all other action which may be necessary
in order to protect the rights of the Holder hereof against dilution.


 


(b)
The representations, warranties and agreements herein contained shall survive the exercise of this Warrant. References to
the “Holder of” include the immediate Holder of shares purchased on the exercise of this Warrant, and the word “Holder”
shall include the plural thereof. This Warrant shall be interpreted under the laws of the State of Nevada.


 


(c)
All shares or other securities issued upon the exercise of the Warrant shall be validly issued, fully paid and non assessable,
and the Company will pay all taxes in respect of the issuer hereof.


 


(d)
Notwithstanding anything contained herein to the contrary, the Holder of this Warrant shall not be deemed a shareholder of
the Company for any purpose whatsoever until and unless this Warrant is duly exercised or converted.


 






    	- 3 -



    	 



    







 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of this 18th
day of October 2013.


 


JAMESON
STANFORD RESOURCES CORPORATION


 


	By:
    	/s/
    Michael Stanford	 
	 	 	 
	Name:	Michael
    Stanford	 
	 	 	 
	Title:	President
    & Chief Executive Officer	 
	 	 	 
	Date:	October
    18, 2013  	 





 






    	- 4 -



    	 



    

 


Exhibit
to Common Stock Purchase Warrant dated October 18, 2013


 


NOTICE
OF EXERCISE OF WARRANT TO PURCHASE SHARES OF


COMMON
STOCK OF JAMESON STANFORD RESOURCES CORPORATION


 


The
undersigned does by this notice request that Jameson Stanford Resources Corporation, a Nevada corporation (the “Company”),
issue to the undersigned that number of shares of Common Stock of the Company specified below (the “Shares”)
at the price per Share specified below pursuant to the exercise of the undersigned’s rights under the Common Stock Purchase
Warrant (the “Warrant”) dated October 18, 2013.


 


Simultaneously
herewith, the undersigned delivers to the Company the purchase price for the Shares (i.e., that amount which is obtained by multiplying
the number of Shares for which the Warrant is being exercised by the price specified), by good funds. In the event of Net Issue
Exercise no payment is required.


 


The
undersigned hereby represents and warrants that the undersigned is acquiring the Shares for the undersigned’s own account
and not on behalf of any other person and without any present view to making a public offering or distribution of same and without
any present intention of selling same at any particular time or at any particular price or upon the occurrence of any particular
event or circumstance.


 


The
undersigned acknowledges and understands that in connection with the acquisition of the Shares by the undersigned:


 


		1.	The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  informed
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  are
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  registered
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Securities
                                                                                                                                                                                                                  Act
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  1933,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  amended
                                                                                                                                                                                                                  (the
                                                                                                                                                                                                                  “Securities
                                                                                                                                                                                                                  Act”),
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  state
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  Blue
                                                                                                                                                                                                                  Sky
                                                                                                                                                                                                                  law
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  laws,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  thus
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  transferred
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  disposed
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  until
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  are
                                                                                                                                                                                                                  subsequently
                                                                                                                                                                                                                  registered
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Securities
                                                                                                                                                                                                                  Act
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  state
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  Blue
                                                                                                                                                                                                                  Sky
                                                                                                                                                                                                                  law
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  laws
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  ex-emption
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  registration
                                                                                                                                                                                                                  requirements
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  available.



 


		2.	The
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  informed
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  legend
                                                                                                                                                                                                                  referring
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  restrictions
                                                                                                                                                                                                                  indicated
                                                                                                                                                                                                                  herein
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  transferability
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  sale
                                                                                                                                                                                                                  will
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  placed
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  certificate(s)
                                                                                                                                                                                                                  evidencing
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Shares.



 


		3.	The
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  “accredited
                                                                                                                                                                                                                  investor”
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  defined
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  Regulation
                                                                                                                                                                                                                  D
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Securities
                                                                                                                                                                                                                  Act,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  amended.



 


		4.	If
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  required
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  file
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  Form
                                                                                                                                                                                                                  144
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Securities
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Exchange
                                                                                                                                                                                                                  Commission
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  connection
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  sales
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  Rule
                                                                                                                                                                                                                  144
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Act,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  mail
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  copy
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  Form
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  same
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  undersigned
                                                                                                                                                                                                                  mails
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  copy
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Securities
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Exchange
                                                                                                                                                                                                                  Commission.



 



    	- 5 -



    	 



    

 


Cash
Exercise:


 


	A.	Date
    of Warrant: October 18, 2013
	B.	Number
    of Shares purchasable under Warrant: 500,000
	C.	Number
    of Shares of Common Stock to be purchased at this time: ____________
	D.	Exercise
    price per Share: $1.00
	E.	Aggregate
    price to be paid for Shares actually purchased (D*C) = $


 


OR


 


Net
Issue Exercise:


 


	A.	Date
    of Warrant: October 18, 2013
	B.	Number
    of Warrant Shares covered by Warrant: 500,000 (Y)
	C.	Market
    value of one Share of Common Stock (Z)
	D.	Exercise
    price per Share: $1.00 (T)
	E.	Number
    of Warrant Shares to be issued to the Holder:  (X) Where: X = Y*(Z-T)/Z


 


PURCHASER


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Date:	 	 



 



    	- 6 -