Exhibit 10.2





 







Exhibit 10.2


 



NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE
SECURITIES ARE 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 COMPLIANCE WITH APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

 


 

 



PETRO RIVER OIL CORP.

 



WARRANT

 


Warrant
No. 2  Dated: November 6, 2017

 


PETRO
RIVER OIL CORP., a Delaware corporation (the “Company”), hereby certifies that,
for value received, PETRO EXPLORATION FUNDING II, LLC or its
registered assigns (the “Holder”), is entitled to purchase
from the Company up to a total of 1,250,000 shares of common stock,
$0.00001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $2 per share (as adjusted from time to time as
provided in Section
9, the “Exercise
Price”), at any time and from time to time from and
after the date hereof and through and including the date that is
three years from the date of issuance hereof (the
“Expiration
Date”), and subject to the following terms and
conditions. This Warrant (this “Warrant”) is one of a series of
similar warrants issued pursuant to that certain Securities
Purchase Agreement, dated as of September 20, 2017, by and among
the Company and the Purchasers identified therein (the
“Purchase
Agreement”). All such warrants are referred to herein,
collectively, as the “Warrants.”

 

1. Definitions. In addition to the
terms defined elsewhere in this Warrant, capitalized terms that are
not otherwise defined herein have the meanings given to such terms
in the Purchase Agreement.

 

2. Registration of Warrant. 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.

 

3. Registration of Transfers. The
Company shall register the assignment and transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto on
Annex B duly
completed and signed, to the Company’s transfer agent or to
the Company at its address specified herein. Upon any such
registration or transfer, a new warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new warrant, a
“New Warrant”),
evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a
Warrant.

 




 


 

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4. Exercise and Duration of
Warrants.

 

(a) This Warrant shall
be exercisable by the registered Holder at any time and from time
to time on or after the date hereof to and including the Expiration
Date. At 6:30 P.M., New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and
become void and of no value.

 

(b) A Holder may
exercise this Warrant by delivering to the Company (i) an exercise
notice, in the form attached hereto on Annex A (the
“Exercise
Notice”), appropriately completed and duly signed, and
(ii) payment of the Exercise Price for the number of Warrant
Shares as to which this Warrant is being exercised, and the date
such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an
“Exercise Date.”
The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of
the Exercise Notice shall have the same effect as cancellation of
the original Warrant and issuance of a New Warrant evidencing the
right to purchase the remaining number of Warrant Shares, if
any.

 

5. Delivery of Warrant
Shares.

 

(a) Upon the exercise
of this Warrant, the Company shall promptly (but in no event later
than three Trading Days after the Exercise Date) issue or cause to
be issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends unless a registration statement
covering the resale of the Warrant Shares and naming the Holder as
a selling stockholder thereunder is not then effective and the
Warrant Shares are not freely transferable without volume
restrictions pursuant to Rule 144 under the Securities Act. The
Holder, or any Person so designated by the Holder to receive
Warrant Shares, shall be deemed to have become holder of record of
such Warrant Shares as of the Exercise Date. The Company shall,
upon request of the Holder, use its best efforts to deliver Warrant
Shares hereunder electronically through the Depository Trust
Corporation or another established clearing corporation performing
similar functions.

 

(b) This Warrant is
exercisable, either in its entirety or, from time to time, for a
portion of the number of Warrant Shares. Upon surrender of this
Warrant following one or more partial exercises, the Company shall
issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant
Shares.

 

(c) The Company’s
obligations to issue and deliver Warrant Shares upon an exercise in
accordance with Section
4(b) above are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other
Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Warrant Shares. Nothing herein
shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely
deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms
hereof.

 


 




 


 


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6. Charges, Taxes and Expenses.
Issuance and delivery of certificates for shares of Common Stock
upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than
that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring
this Warrant or receiving Warrant Shares upon exercise
hereof.

 

7. Replacement of Warrant. If this
Warrant is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and
upon cancellation hereof, or in lieu of and substitution for this
Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity, if
requested.

 

8. Reservation of Warrant Shares.
The Company covenants that it will at all times reserve and keep
available out of the aggregate of its authorized but unissued
Common Stock, solely for the purpose of enabling it to issue
Warrant Shares upon exercise of this Warrant as herein provided,
the number of Warrant Shares which are then issuable and
deliverable upon the exercise of this entire Warrant, free from
preemptive rights or any other contingent purchase rights of
persons other than the Holder (taking into account the adjustments
and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company
will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any
requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed.

 




 


 


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9. Certain Adjustments. The
Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set
forth in this Section
9.

 

(a) Stock Dividends and Splits. If
the Company, at any time while this Warrant is outstanding, (i)
pays a stock dividend on its Common Stock or otherwise makes a
distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such
subdivision or combination.

 

(b) Pro Rata Distributions. If the
Company, at any time while this Warrant is outstanding, distributes
to holders of Common Stock (i) evidences of its indebtedness, (ii)
any security (other than a distribution of Common Stock covered by
the preceding paragraph), (iii) rights or warrants to
subscribe for or purchase any security, or (iv) any other asset (in
each case, “Distributed
Property”), then in each such case the Exercise Price
in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution
shall be adjusted (effective on such record date) to equal the
product of such Exercise Price times a fraction of which the
denominator shall be the average of the Closing Prices for the five
Trading Days immediately prior to (but not including) such record
date and of which the numerator shall be such average less the then
fair market value of the Distributed Property distributed in
respect of one outstanding share of Common Stock, as determined by
the Company's independent certified public accountants that
regularly examine the financial statements of the Company (an
“Appraiser”). In
such event, the Holder, after receipt of the determination by the
Appraiser, shall have the right to select an additional appraiser
(which shall be a nationally recognized accounting firm), in which
case such fair market value shall be deemed to equal the average of
the values determined by each of the Appraiser and such appraiser.
As an alternative to the foregoing adjustment to the Exercise
Price, at the request of the Holder delivered before the
90th day
after such record date, the Company will deliver to such Holder,
within five Trading Days after such request (or, if later, on the
effective date of such distribution), the Distributed Property that
such Holder would have been entitled to receive in respect of the
Warrant Shares for which this Warrant could have been exercised
immediately prior to such record date. If such Distributed Property
is not delivered to a Holder pursuant to the preceding sentence,
then upon any exercise of the Warrant that occurs after such record
date, such Holder shall remain entitled to receive, in addition to
the Warrant Shares otherwise issuable upon such exercise (if
applicable), such Distributed Property.

 




 


 


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(c) Fundamental Transactions. If,
at any time while this Warrant is outstanding, (i) the Company
effects any merger or consolidation of the Company with or into
another Person, (ii) the Company effects any sale of all or
substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (iv) the Company
effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares
of Common Stock covered by Section 9(a) above) (in any
such case, a “Fundamental
Transaction”), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have
been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the
“Alternate
Consideration”). The aggregate Exercise Price for this
Warrant will not be affected by any such Fundamental Transaction,
but the Company shall apportion such aggregate 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. In the event of a
Fundamental Transaction, the Company or the successor or purchasing
Person, as the case may be, shall execute with the Holder a written
agreement providing that:

 


 



(x)           

this Warrant shall
thereafter entitle the Holder to purchase the Alternate
Consideration in accordance with this Section 9(c),






 



(y)           

in the case of any
such successor or purchasing Person, upon such consolidation,
merger, statutory exchange, combination, sale or conveyance, such
successor or purchasing Person shall be jointly and severally
liable with the Company for the performance of all of the Company's
obligations under this Warrant and the Purchase Agreement,
and






 



(z)           

if registration or
qualification is required under the Securities Act or applicable
state law for the public resale by the Holder of shares of stock
and other securities so issuable upon exercise of this Warrant,
such registration or qualification shall be completed prior to such
reclassification, change, consolidation, merger, statutory
exchange, combination, sale or conveyance.






 


If, in
the case of any Fundamental Transaction, the Alternate
Consideration includes shares of stock, other securities, other
property or assets of a Person other than the Company or any such
successor or purchasing Person, as the case may be, in such
Fundamental Transaction, then such written agreement shall also be
executed by such other Person and shall contain such additional
provisions to protect the interests of the Holder as the Board of
Directors of the Company shall reasonably consider necessary by
reason of the foregoing. At the Holder’s request, any
successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to
purchase the Alternate Consideration for the aggregate Exercise
Price upon exercise thereof. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the
provisions of this paragraph (c) and insuring that the Warrant (or
any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction. If
any Fundamental Transaction constitutes or results in a Change of
Control, then at the request of the Holder delivered before the
90th day
after such Fundamental Transaction, the Company (or any such
successor or surviving entity) will purchase this Warrant from the
Holder for a purchase price, payable in cash within five Trading
Days after such request (or, if later, on the effective date of the
Fundamental Transaction), equal to the Black-Scholes value of the
remaining unexercised portion of this Warrant on the date of such
request.

 




 


 


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(d) Number of Warrant Shares.
Simultaneously with any adjustment to the Exercise Price pursuant
to paragraphs (a), or (b) of this Section, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the
increased or decreased number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such
adjustment.

 

(e) Calculations. All calculations
under this Section
9 shall be made to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of
any such shares shall be considered an issue or sale of Common
Stock.

 

(f) Notice of Adjustments. Upon the
occurrence of each adjustment pursuant to this Section 9, the Company at its
expense will promptly compute such adjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise
Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and
showing in reasonable detail the facts upon which such adjustment
is based. The Company will deliver a copy of each such certificate
to the Holder within 10 Trading Days of the occurrence of such
adjustment.

 

(g) Notice of Corporate Events. If
the Company (i) declares a dividend or any other distribution of
cash, securities or other property in respect of its Common Stock,
including without limitation any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental
Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Holder a notice describing the
material terms and conditions of such transaction, at least 20
calendar days prior to the applicable record or effective date on
which a Person would need to hold Common Stock in order to
participate in or vote with respect to such transaction, and the
Company will take all steps reasonably necessary in order to insure
that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with
respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the
validity of the corporate action required to be described in such
notice.

 

10. Payment of Exercise Price. The
Holder shall pay the Exercise Price in immediately available
funds.

 




 


 


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11. Limitation on Exercise.
Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder
upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following
such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its
Affiliates and any other Persons whose beneficial ownership of
Common Stock would be aggregated with the Holder’s for
purposes of Section 13(d) of the Exchange Act, does not exceed
4.999% (the “Threshold
Percentage”) or 9.999% (the “Maximum Percentage”) of the total
number of issued and outstanding shares of Common Stock (including
for such purpose the shares of Common Stock issuable upon such
exercise (or other issuance)). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated
thereunder. Each delivery of an Exercise Notice hereunder will
constitute a representation by the Holder to the Company that the
Holder has evaluated the limitations set forth in this paragraph
and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this
paragraph. The Company’s obligation to issue shares of Common
Stock in excess of the limitation referred to in this Section shall
be suspended (and shall not terminate or expire notwithstanding any
contrary provisions hereof) until such time, if any, as such shares
of Common Stock may be issued in compliance with such limitation.
By written notice to the Company, the Holder shall have the right
(x) at any time and from time to time to reduce its Maximum
Percentage immediately upon notice to the Company in the event and
only to the extent that Section 16 of the Exchange Act or the rules
promulgated thereunder (or any successor statute or rules) is
changed to reduce the beneficial ownership percentage threshold
thereunder to a percentage less than 9.999% and (y) at any time and
from time to time to waive the provisions of this Section insofar
as they relate to the Threshold Percentage or to increase or
decrease its Threshold Percentage (but not in excess of the Maximum
Percentage) unless the Holder shall have, by written instrument
delivered to the Company, irrevocably waived its rights to so
increase or decrease its Threshold Percentage, but (i) any such
waiver, increase or decrease will not be effective until the
61st day
after such notice is delivered to the Company, and (ii) any such
waiver, increase or decrease will apply only to the Holder and not
to any other holder of Warrants.

 

12. Fractional Shares. The Company
shall not be required to issue or cause to be issued fractional
Warrant Shares on the exercise of this Warrant. If any fraction of
a Warrant Share would, except for the provisions of this Section,
be issuable upon exercise of this Warrant, the number of Warrant
Shares to be issued will be rounded up to the nearest whole share
or right to purchase the nearest whole share, as the case may
be.

 

13. Notices. Any and all notices or
other communications or deliveries hereunder (including without
limitation any Exercise Notice) shall be in writing and 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 specified in this Section prior
to 6:30 p.m. (New York City time) on a Trading Day, (ii) the next
Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day, (iii)
the Trading Day following the date of mailing, if sent by a
nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be
given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.

 

14. Warrant Agent. The Company
shall serve as warrant agent under this Warrant. Upon 30 days'
notice to the Holder, the Company may appoint a new warrant agent.
Any corporation into which the Company or any new warrant agent may
be merged or any corporation resulting from any consolidation to
which the Company or any new warrant agent shall be a party or any
corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services
business shall be a successor warrant agent under this Warrant
without any further act. Any such successor warrant agent shall
promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the
Holder's last address as shown on the Warrant
Register.

 




 


 


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15. Miscellaneous.

 

(a) Subject to the
restrictions on transfer set forth on the first page hereof, this
Warrant may be assigned by the Holder. This Warrant may not be
assigned by the Company except to a successor in the event of a
Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective
successors and assigns. Subject to the preceding sentence, nothing
in this Warrant shall be construed to give to any Person other than
the Company and the Holder any legal or equitable right, remedy or
cause of action under this Warrant. This Warrant may be amended
only in writing signed by the Company and the Holder and their
successors and assigns.

 

(b) The Company will
not, by amendment of its governing documents 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 action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment. Without
limiting the generality of the foregoing, the Company (i) will not
increase the par value of any Warrant Shares above the amount
payable therefor on such exercise, (ii) will take all such action
as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant, and (iii) will not
close its stockholder books or records in any manner which
interferes with the timely exercise of this Warrant.

 

(c) Governing
Law; Venue; Waiver Of Jury Trial. all questions concerning
the construction, validity, enforcement and interpretation of this
warrant shall be governed by and construed and enforced in
accordance with the laws of the state of new york. each party
hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the city of new york, borough
of manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any
of the transaction documents), 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 any such
court, that such suit, action or proceeding is improper. each party
hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner
permitted by law. the company hereby waives all rights to a trial
by jury.

 

(d) The headings herein
are for convenience only, do not constitute a part of this Warrant
and shall not be deemed to limit or affect any of the provisions
hereof.

 

(e) In case any one or
more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any
way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which
shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this
Warrant.

 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,

 


SIGNATURE
PAGE FOLLOWS]

 




 


 


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

 


	
 

	
 


	
 

	


PETRO RIVER OIL CORP.


	
 

	
 


	
 

	
 


	
 

	

By: 


	
 

	

Name:
Stephen Brunner


	
 

	

Title:
President 









 


 


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Annex A

 


FORM OF
EXERCISE NOTICE

 


(To be
executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

 


To:
PETRO RIVER OIL CORP.

 


The
undersigned is the Holder of Warrant No. 2 (the “Warrant”) issued by Petro River
Oil Corp., a Delaware corporation (the “Company”). Capitalized terms used
herein and not otherwise defined have the respective meanings set
forth in the Warrant.

 




1.

The Warrant is
currently exercisable to purchase a total of ______________ Warrant
Shares.





 




2.

The undersigned
Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.





 




3.

The Holder intends
that payment of the Exercise Price shall be made in immediately
available funds.





 




4.

The holder shall
pay the sum of $____________ to the Company in accordance with the
terms of the Warrant.





 




5.

Pursuant to this
exercise, the Company shall deliver to the holder _______________
Warrant Shares in accordance with the terms of the
Warrant.





 




6.

Following this
exercise, the Warrant shall be exercisable to purchase a total of
______________ Warrant Shares.





 


	
 

	
 

	
 


	
 

	
 

	
 


	

Dated:                                      ,

	
 

	

Name of
Holder:


	
 

	
 

	
 


	
 

	
 

	

(Print)                                                              


	
 

	
 

	
 


	
 

	
 

	

By:                                                              


	
 

	
 

	

Name:                                                              


	
 

	
 

	

Title:                                                              


	
 

	
 

	
 


	
 

	
 

	

(Signature
must conform in all respects to name of holder as specified on the
face of the Warrant)







 




 

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Annex B

 


FORM OF
ASSIGNMENT

 


[To be
completed and signed only upon transfer of Warrant]

 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the
within Warrant to purchase ____________ shares of Common Stock of
Petro River Oil Corp.. to which the within Warrant relates and
appoints ________________ attorney to transfer said right on the
books of Petro River Oil Corp.. with full power of substitution in
the premises.

 


	
 

	
 


	
 

	
 


	

Dated:                                      ,

	
 


	
 

	
 


	
 

	
 


	
 

	

(Signature
must conform in all respects to name of holder as specified on the
face of the Warrant)


	
 

	
 


	
 

	
 


	
 

	

Address
of Transferee


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	

In the
presence of:

	
 


	
 

	
 


	
 

	
 


	
 

	
 







 

 


 


 


 


 


 


 


 




 

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