Lucas Energy, Inc. 8-K


EXHIBIT
10.2


 


 


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


LUCAS
ENERGY, INC.


Warrant
Shares: 51,562Warrant: T-[ ]


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Target Alliance London
Limited, a United Kingdom Private Limited Company with Share Capital, company number 08582290 or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after
___________, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the [_______]
year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and
purchase from Lucas Energy, Inc., a Nevada corporation (the “Company”), up to 51,562 shares (as subject
to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common
Stock”), provided that any exercise of this Warrant shall be subject to the Beneficial Ownership Limitation and
Exchange Cap described below. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).


Section
1.Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings
indicated in this Section 1:


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


“Agreement”
means this Common Stock Purchase Warrant.


“Board
of Directors” means the board of directors of the Company.




    	 



    	 



    

“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States
or any day on which banking institutions in Houston, Texas are authorized or required by law or other governmental action to close.


“Closing
Sales Price” means the last sales price of the Common Stock on the Principal Market as reported by NASDAQ.com (or
a comparable reporting service of national reputation) (collectively, “NASDAQ.com”), or if the foregoing
does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the
electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com,
the average of the bid prices of all market makers for such security as reported in the “pink sheets”
market maintained by OTC Market Group, in each case for such date or, if such date was not a Trading Day for such security, on
the next preceding date that was a Trading Day. If the Closing Sales Price cannot be calculated for such security as of either
of such dates on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value
as reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the Holder, with the
costs of such appraisal to be borne by the Company.


“Commission”
means the United States Securities and Exchange Commission.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Principal
Market” means initially the NYSE MKT, and shall also include the NASDAQ Capital Market, New York Stock Exchange,
the NASDAQ National Market, the OTCQB Market, the OTCQX Market, or the OTC Pink Market, or any successor or subsequent market
or exchange, which is at the time the principal trading exchange or market for the Common Stock, based upon share volume.


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or
interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.




    	 



    	 



    

“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common
Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).


“Transfer
Agent” means the transfer agent of the Company and any successor transfer agent of the Company.


Section
2.Exercise.


a)                 
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such
other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf copy via e-mail) of the Notice
of Exercise in the form annexed hereto and within five (5) Trading Days of the date said Notice of Exercise is delivered to the
Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer
or cashier’s check (or if acceptable to the Company, a personal check) drawn on a United States bank or, if available, pursuant
to the cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the
Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of
Exercise within three (3) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant




    	 



    	 



    

Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.


b)                 
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $3.25, subject to adjustment
hereunder (the “Exercise Price”).


c)                 
Cashless Exercise. If at any time the Holder proposes to exercise this Warrant or any portion hereof after the Initial
Exercise Date of the date hereof, there is no effective Registration Statement registering, or no current prospectus available
for, the resale of the Warrant Shares issuable to Holder upon exercise of the applicable portion of the Warrant proposed to be
exercised by the Holder, or any portion thereof (each a “Non-Registered Time”), then the applicable
portion of this Warrant not covered by such Registration Statement may also be exercised solely during such Non-Registered Time,
in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


(A)
= the average of the Closing Sales Prices on the five (5) Trading Days immediately preceding the date on which Holder elects to
exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of the applicable portion of this Warrant which is not covered
by an effective Registration Statement registering, or which there is no current prospectus available for, in accordance with
the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Notwithstanding
the above, no “cashless exercise” shall be allowed unless (A) is greater than the Exercise Price of
this Warrant, as adjusted hereunder.


 


		d)	Mechanics
                                         of Exercise.



                                                                                                 
i.            Delivery of Warrant Shares Upon Exercise. Warrant
Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s
prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the
Holder without volume or manner-of-sale limitations pursuant to Rule 144 (and this Warrant is being exercised via cashless exercise),
and otherwise by physical delivery to the address specified by the Holder in




    	 



    	 



    

the
Notice of Exercise by the date that is five (5) Trading Days after the delivery to the Company of the Notice of Exercise, provided
that the applicable Exercise Price and all applicable taxes required to be paid by the Holder, if any, pursuant to Section
2(d)(vi) have been paid prior to such date (such date, the “Warrant Share Delivery Date”). The Warrant
Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to
the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if
any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.


                                                                                            
ii.                     Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


                                                                                             
iii.                  Rescission Rights.
If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


                                                                                             
iv.                  No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


                                                                                               
v.                  Charges, Taxes and
Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees




    	 



    	 



    

required
for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


                                                                                             
vi.                  Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.


e)                 
Exercise Limitation. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not
be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder
upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside
of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar
to this paragraph) at the time of such exercise, would exceed 9.99% (the “Maximum Percentage”) of the
number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Exchange Act (the “Beneficial
Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice
of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not
violate the Beneficial Ownership Limitation, and the Company shall not be entitled to require additional documentation of such
satisfaction. The Beneficial Ownership Limitation provisions may be waived by such Holder, at the election of such Holder, upon
not less than sixty-one (61) days’ prior written notice to the Company, to change the Beneficial Ownership Limitation to
any other percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of the Warrant. The provisions of this paragraph shall be construed or implemented in a manner
in strict conformity with the terms of this Section 2(e) which may include, but not be limited to correcting this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation.


f)                  
Issuance Restrictions. The Company shall not issue any shares of Common Stock upon exercise of this Warrant if the issuance
of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Convertible
Promissory Notes held by or issuable to the Holder by the Company, to the extent aggregated by the Principal Market (the “Notes”)
and other shares of Common Stock issuable upon exercise of other warrants held by the Holder, to the extent aggregated by the
Principal Market (the “Other “Warrants”)) would exceed the aggregate number of shares of Common
Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Notes, Other Warrants
or other securities or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under
the rules or regulations of the Principal Market (the




    	 



    	 



    

number
of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except
that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a
written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory
to the Holder.


 


Section
3.Certain Adjustments.


a)                 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section
3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.


b)                 
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another




    	 



    	 



    

Person
or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the
other Persons making or party to, such stock or share purchase agreement or other business combination), except for the Segundo
Transaction as defined in that certain Assignment, Assumption and Amendment to Line of Credit and Notes Agreement dated April
11, 2016 by and between the Company and Holder and other transactions contemplated by the Company as of the date of this Agreement
(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to the Beneficial Ownership Limitation), the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to the Beneficial Ownership Limitation). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all
of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(c) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of
such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of
any such Fundamental Transaction, the




    	 



    	 



    

Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect
as if such Successor Entity had been named as the Company herein.


c)                 
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of
a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued
and outstanding.


d)                
Notice to Holder.


                                                                                           
i.            Adjustment to Exercise Price. Whenever the Exercise
Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting
forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth
a brief statement of the facts requiring such adjustment.


                                                                                         
ii.            Notice to Allow Exercise by Holder. If (A) the Company
shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights,
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or
(E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant
Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is




    	 



    	 



    

expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that
the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such
notice with the Commission pursuant to a Current Report on Form 8-K at the request of the Holder. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


Section
4.Transfer of Warrant.


a)                 
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)
hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in
whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading
Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly
assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant
issued. Notwithstanding the above, the Holder and the assignee or assignees shall deliver documentation to the Company as the
Company may reasonably request to enable the Company to confirm that an exemption from registration exists for such transfer and
assignment, if applicable.


b)                 
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the




    	 



    	 



    

Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


c)                 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


d)                
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, comply with applicable requirements to confirm an exemption
from registration for such transfer or assignment.


 


e)                 
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


Section
5.Miscellaneous.


a)                 
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2, except as expressly set
forth in Section 3.


b)                 
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.




    	 



    	 



    

c)                 
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


d)                
Authorized Shares.


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.




    	 



    	 



    




e)                 
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of this Warrant shall be commenced in the state and federal courts sitting in the City of Houston, County of Harris (the “Texas
Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Texas Courts for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such Texas Courts, or such Texas Courts are improper or inconvenient venue for such proceeding.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Warrant. If any party shall commence an action or proceeding to
enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of
such action or proceeding.


f)                  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


g)                 
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.


h)                 
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Company, at the address set forth above Attention: Anthony Schnur, fax number:____________,
email address tschnur@lucasenergy.com, or such other facsimile number, email address or address as the Company may specify for
such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company
hereunder shall be




    	 



    	 



    

 


in
writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each
Holder at the facsimile number or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (Houston, Texas
time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Houston,
Texas time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


i)                   
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


j)                   
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


k)                 
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


l)                   
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


m)               
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


n)                 
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.




    	 



    	 



    

IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date
first above indicated.


 






	LUCAS
                                         ENERGY, INC.

         

         

	By:______________________

        Name:
        Anthony C. Schnur

        Title:
        Chief Executive Officer

         



 







    	 



    	 



    

 


NOTICE
OF EXERCISE


 


To:LUCAS
ENERGY, INC.


 


(1)  
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(Warrant Number T-[ ])(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


(2)  
Payment shall take the form of (check applicable box):


[
] in lawful money of the United States; or


[
] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to
the cashless exercise procedure set forth in subsection 2(c).


(3)  
The issuance of the shares will not violate the Beneficial Ownership Limitation set forth in the Warrant.


(4)  
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


_______________________________


 


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


Name
of Authorized Signatory: ___________________________________________________________________


Title
of Authorized Signatory: ____________________________________________________________________


Date:
________________________________________________________________________________________


 


 


 




    	 



    	 



    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


	Name:	
	 	(Please
    Print)
	Address:	
	 	(Please
    Print)
	Dated:
    _______________ __, ______	 
	Holder’s
    Signature:	 
	Holder’s
    Address: