Exhibit 10.2


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
NOR IS SUCH REGISTRATION CONTEMPLATED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME
WHATSOEVER UNLESS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE,
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR
SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT
THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER.


	Warrant No. ___________	
        Warrant to Purchase

        ______________ Shares of Common Stock

        As Herein Described



 


 


WARRANT TO PURCHASE COMMON STOCK OF


 


AMERICAN SANDS ENERGY CORP.


 


This is to certify
that, for value received, __________________, or his successors and assigns (in each case, the “Holder”), is
entitled to purchase, subject to the provisions of this warrant (the “Warrant”), from American Sands Energy Corp.,
a Delaware corporation (the “Company”), at any time during the period from the date hereof (the “Commencement
Date”) until 5:00 p.m., Pacific time on September 30, 2023 (the “Expiration Date”), at which time this Warrant
shall expire and become void, ___________________(_____________) shares (“Warrant Shares”) of the Company’s Common
Stock, par value $0.001 per share (the “Common Stock”) at a per share price equal to $0.45 (the “Exercise Price”).
The number of shares of Common Stock to be received upon exercise of this Warrant shall be adjusted from time to time as set forth
below. This Warrant also is subject to the following terms and conditions:


 


1.             Exercise
of Warrant; Cashless Exercise. This Warrant may be exercised in full at any time from and after the date hereof and before
the Expiration Date, but if such date is a holiday on which federal or state chartered banking institutions located in the State
of Utah are authorized to close, then on the next succeeding day which shall not be such a holiday. Exercise shall be by presentation
and surrender to the Company at its principal office, or at the office of any transfer agent designated by the Company, of (i) this
Warrant, (ii) the attached exercise form properly executed, and (iii) a check for the Exercise Price for the number of
Warrant Shares specified in the exercise form. Notwithstanding any provisions herein to the contrary,
if the Market Price Per Share (as defined below) is greater than the Exercise Price (as adjusted to the last trading day prior
to the exercise date), in lieu of exercising this Warrant for cash, the Holder may elect to receive full shares equal to the value
(as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office
of the Company together with a written notice of such election in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:


 




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        X = Y (A-B)

        A

	 	 	 
	Where: 	X =	the number of shares of Common Stock to be issued to the Holder
	 	 	 
	 	Y =	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled
	 	 	 
	 	A =	the Market Price Per Share (as defined below)
	 	 	 
	 	B =	Exercise Price (as adjusted to the last trading day prior to the exercise date)


 


For purposes of this Warrant, the term
“Market Price Per Share” shall be the closing trade price of such security on the principal exchange on which such
security is traded as reported by Bloomberg for the previous twenty (20) trading days, or, if no closing price is reported for
such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by the National Quotation Bureau, Inc.


 


If this Warrant is exercised in part only,
the Company or its transfer agent shall, upon surrender of the Warrant, execute and deliver a new Warrant evidencing the rights
of the Holder to purchase the remaining number of Warrant Shares purchasable hereunder. Upon receipt by the Company of this Warrant
in proper form for exercise, accompanied by payment as aforesaid, the Holder shall be deemed to be the holder of record of the
Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or
that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.


 


2.             Reservation
of Shares. The Company shall, at all times until the expiration of this Warrant, reserve for issuance and delivery upon exercise
of this Warrant the number of Warrant Shares which shall be required for issuance and delivery upon exercise of this Warrant.
The Company covenants that the shares of Common Stock issuable on exercise of the Warrant shall be duly and validly issued and
fully paid and non-assessable and free of liens, charges and all taxes with respect to the issue thereof.


 


3.             Fractional
Interests. The Company shall not issue any fractional shares or scrip representing fractional shares upon the exercise or exchange
of this Warrant. With respect to any fraction of a share resulting from the exercise or exchange hereof, the Company the exercise
price and the number of shares shall be reduced to the nearest whole share to be delivered upon exercise.


 


4.             No
Rights as Stockholder. This Warrant shall not entitle the Holder to any rights as a stockholder of the Company, either at law
or in equity. The rights of the Holder are limited to those expressed in this Warrant.


 




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5.            Adjustments.


 


5.1           Subdivision
or Combination of Shares. If the Company is recapitalized through the subdivision or combination of its outstanding shares
of Common Stock into a larger or smaller number of shares, the number of Warrant Shares shall be increased or reduced, as of the
record date for such recapitalization, in the same proportion as the increase or decrease in the outstanding shares of Common Stock,
and the Exercise Price shall be adjusted so that the aggregate amount payable for the purchase of all of the Warrant Shares issuable
hereunder immediately after the record date for such recapitalization shall equal the aggregate amount so payable immediately before
such record date.


 


5.2           Dividends
in Common Stock or Securities Convertible into Common Stock. If the Company declares a dividend or distribution on Common Stock
payable in Common Stock or securities convertible into Common Stock, the number of shares of Common Stock for which this Warrant
may be exercised shall be increased, as of the record date for determining which holders of Common Stock shall be entitled to receive
such dividend, in proportion to the increase in the number of outstanding shares (and shares of Common Stock issuable upon conversion
of all such securities convertible into Common Stock) of Common Stock as a result of such dividend or distribution, and the Exercise
Price shall be adjusted so that the aggregate amount payable for the purchase of all the Warrant Shares issuable hereunder immediately
after the record date for such dividend or distribution shall equal the aggregate amount so payable immediately before such record
date.


 


5.3           Distributions
of Other Securities or Property.


 


(a)             Other
Securities. If the Company distributes to holders of its Common Stock, other than as part of its dissolution or liquidation
or the winding up of its affairs, any of its securities (other than Common Stock or securities convertible into Common Stock) or
any evidence of indebtedness, then in each case, the number of Warrant Shares thereafter purchasable upon exercise of this Warrant
shall be determined by multiplying the number of Warrant Shares theretofore purchasable by a fraction, of which the numerator shall
be the then Market Price Per Share of Common Stock (as determined pursuant to Section 3) on the record date mentioned below in
this Section 5.3(a), and of which the denominator shall be the then Market Price Per Share of Common Stock on such record date,
less the then fair value (as determined pursuant to Section 3) of the portion of the shares of the Company’s capital stock
or evidences of indebtedness distributable with respect to each share of Common Stock. Such adjustment shall be made whenever any
such distribution is made, and shall become effective retroactively as of the record date for the determination of stockholders
entitled to receive such distribution.


 


(b)             Property.
If the Company distributes to the holders of its Common Stock, other than as a part of its dissolution or liquidation or the winding
up of its affairs, any of its assets (including cash), the Exercise Price per Warrant Share shall be reduced, without any further
action by the parties hereto, by the Per Share Value (as hereinafter defined) of the dividend or distribution. For the purposes
of this Section 5.3(b), the “Per Share Value” of any dividend or distribution other than cash shall be equal to the
fair market value of such non-cash distribution on each share of Common Stock as determined in good faith by the Board of Directors
of the Company; for dividends or distributions of cash, the Per Share Value thereof shall be the cash distributed per share of
Common Stock.


 




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5.4           Merger,
Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein),
(ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity,
or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock
outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities,
cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety
to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be
made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property
of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares
deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale
or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer,
all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.4 shall similarly apply
to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation
that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good
faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable
after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise
of this Warrant.


 


5.5            Reclassification.
If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, shall change any of
the securities as to which purchase rights under this Warrant exist, by reclassification of securities or otherwise, into the same
or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 5.


 


5.6            Liquidation,
etc. If the Company shall, at any time before the expiration of this Warrant, dissolve, liquidate or wind up its affairs, or
otherwise declare a dividend, or make a distribution to the holders of its Common Stock generally, whether in cash, property or
assets of any kind, including any dividend payable in stock or securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company’s Board of Directors or any dividend or distribution referred
to in Section 5.2 or Section 5.3), the Exercise Price shall be reduced, without any further action by the parties hereto, by the
Per Share Value (as hereinafter defined) of the dividend. For purposes of this Section 5.6, the “Per Share Value” of
a cash dividend or other distribution shall be the dollar amount of the distribution on each share of Common Stock and the “Per
Share Value” of any dividend or distribution other than cash shall be equal to the fair market value of such non-cash distribution
on each share of Common Stock as determined in good faith by the Board of Directors of the Company.


 


5.7            Adjustment
of Exercise Price. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, the Exercise
Price with respect to the Warrant Shares shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.


 




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5.8            Notice
of Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant or the Exercise Price of
the Warrant Shares is adjusted as provided herein, the Company shall mail to the Holder a notice of such adjustment or adjustments,
prepared and signed by the President or Secretary of the Company, which sets forth the number of Warrant Shares purchasable upon
the exercise of the Warrant and the Exercise Price of such Warrant Shares after such adjustment, a brief statement of the facts
requiring such adjustment, and the computation by which such adjustment was made.


 


		6.	Transfer or Loss of Warrant.



 


6.1            Transfer.
This Warrant may be transferred, exercised, exchanged or assigned (“Transfer” or “Transferred”), in whole
or in part, subject to the provisions of this Section 6.1. The Holder shall have the right to Transfer all or a part of this Warrant
and all or part of the Warrant Shares. The Company shall register on its books any Transfer of the Warrant, upon surrender of same
to the Company with a written instrument of Transfer duly executed by the registered Holder or by a duly authorized attorney. Upon
any such registration of a Transfer, new Warrant(s) shall be issued to the transferee(s) and the surrendered Warrant shall be cancelled
by the Company. A Warrant may also be exchanged, at the option of the Holder, for one or more new Warrants representing the aggregate
number of Warrant Shares evidenced by the Warrant surrendered. This Warrant and the Warrant Shares or any other securities (“Other
Securities”) received upon exercise of this Warrant or the conversion of the Warrant Shares shall be subject to restrictions
on transferability imposed by the Act, unless registered under the Act, or unless an exemption from registration is available.
Until this Warrant and the Warrant Shares are so registered, this Warrant and any certificate for Warrant Shares issued or issuable
upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the
Company, stating that this Warrant or the Warrant Shares may not be Transferred unless, in the opinion of counsel satisfactory
to the Company, which may be counsel to the Company, that the Warrant or the Warrant Shares may be Transferred without such registration.
This Warrant and the Warrant Shares may also be subject to restrictions on transferability under applicable state securities or
blue sky laws.


 


6.2            Compliance
with Laws. Until this Warrant or the Warrant Shares are registered under the Act, the Company may require, as a condition of
Transfer of this Warrant or the Warrant Shares that the transferee (who may be the Holder in the case of an exchange) represent
that the securities being Transferred are being acquired for investment purposes and for the transferee’s own account and
not with a view to or for sale in connection with any distribution of the security. The Company may also require that the transferee
provide written information adequate to establish that the transferee is an “accredited investor” within the meaning
of Regulation D issued under the Act, or otherwise meets all qualifications necessary to comply with exemptions to the Act, all
as determined by counsel to the Company.


 


6.3            Loss
of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of loss, theft, destruction or mutilation
of this Warrant and, in the case of loss, theft or destruction, of reasonable satisfactory indemnification, or, in the case of
mutilation, upon surrender of this Warrant, the Company will execute and deliver, or instruct its transfer agent to execute and
deliver, a new Warrant of like tenor and date, any such lost, stolen or destroyed Warrant thereupon shall become void.


 


7.           No
Impairment. The Company will not, by amendment of its Articles of Incorporation or otherwise, 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, take all such action as may be necessary
or appropriate in order to protect the rights of the Holder against impairment.


 






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8.           Restrictive
Legend. Unless and until otherwise permitted by this Section 10, each certificate for Warrants issued under this Agreement,
each certificate for any Warrants issued to any transferee of any such certificate, each certificate for any Warrant Shares issued
upon exercise of any Warrant and each certificate for any Warrant Shares issued to any transferee of any such certificate, shall
be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”) NOR IS SUCH REGISTRATION CONTEMPLATED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
IT AND TO ITS COUNSEL TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE STATE SECURITIES
LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.”


 


8.           Holder’s
Representations Regarding the Warrant. With regard to the Warrant Shares that may be issued to the Holder upon exercise of
the Warrant, Holder represents and warrants to the Company that:


 


8.1          Holder
has had the opportunity to be represented by such legal and tax counsel and others, each of whom has been personally selected by
Holder, as Holder has found important or necessary to consult concerning this transaction, and any representation has included
an examination of applicable documents, and analysis of all tax, financial, corporate law and securities law aspects. Holder, her
counsel and advisors, and such other persons with whom Holder has found it important or necessary to consult, has sufficient knowledge
and experience in business and financial matters to evaluate the above information, and the merits and risks of the terms and conditions
of the Warrant, and to make an informed investment decision with respect thereto.


 


8.2          The
Company has made available to Holder, and to Holder’s counsel and advisors, prior to the date hereof :


 


(i)            the
opportunity to ask questions of, and to receive answers from, the Company, its representatives, concerning the terms and conditions
of the Warrant; and


 


(ii)           access to obtaining information, documents, financial statements, records and books (A) relative to the Company, the business and
investment in the Company, and (B)  necessary to verify the accuracy of any information furnished to the Holder. All
materials and information requested by Holder, and Holder’s counsel and advisors, or others representing Holder, have been
made available and examined.


 


8.3          Holder
is acquiring the Warrant for her own account and not as a fiduciary or any other person and for investment purposes only and not
with a view for the transfer, assignment, resale, or distribution thereof, in whole or in part. Holder understands the meaning
and legal consequences of the foregoing representations and warranties.


 


8.4          Holder
qualifies as an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Act.


 






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9.            Notices.
All notices and other communications provided for in this Warrant shall be in writing and delivered, telecopied or mailed, first
class postage prepaid, addressed:


 


(i)          if
to the Company:


 


American Sands Energy Corp.


 


_____________________


 


_____________________


 


_____________________


 


(ii)         if
to Holder, at the address set forth on the signature page hereto or as may be designated by notice to the Company; and


 


(iii)        if
to any subsequent holder of the Warrant or Warrant Shares, to the address as may be hereafter specified by notice to the Company.


 


Any such notice or
communication shall be deemed to have been duly given when delivered, telecopied or mailed as aforesaid.


 


10.          Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.


 


11.          Governing
Law. THIS WARRANT AND (UNLESS OTHERWISE PROVIDED) ALL AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.


 


IN WITNESS WHEREOF,
this Warrant is executed as of _______, 2013.


 


	 	American Sands Energy Corp.

                    A Delaware corporation

	 	 
	 	 By:	                                                       
	 	 	
        Name:  William Gibbs

        Title:    Chief Executive Officer







 




 


 






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