Filed by sedaredgar.com - Petro-National Corp. - Exhibit 10.6






FORM OF WARRANT 

Warrant No. __ 

WARRANT TO PURCHASE A
MAXIMUM OF 
_____________ SHARES OF
COMMON STOCK OF

PETRONATIONAL CORP.


(Void after _____, 2010) 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF SUCH ACT. 

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT
TO RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN. 

RECITALS: 

           WHEREAS,
PetroNational Corp., a Nevada corporation (the "Company") and
__________________________________ (“Holder”) have entered into
that certain Securities Purchase Agreement, dated of even date herewith (the
"Agreement"); and

      
    WHEREAS, the Company has agreed to grant to
Holder, this Warrant to purchase shares of the Company's common stock in
connection with the execution and delivery of the Securities Purchase Agreement;


           
NOW, THEREFORE, the Company hereby grants the Holder the rights set forth
herein. 

          This
certifies that the Holder, or assigns, for value received, will be entitled to
purchase from the Company, subject to the terms set forth below, a maximum of
_________________________ fully paid and non-assessable shares (subject to
adjustment as provided herein) of the Company’s Common Stock (the “Warrant
Shares”) for cash at a price of $0.15 per share (the “Exercise
Price”) (subject to adjustment as provided herein) at any time or from
time to time up to and including 5:00 p.m. (Eastern Time) (subject to Section 1
below) on ____________________, 2010, such day being referred to herein as the
“Expiration Date,” upon surrender to the Company at its principal
office (or at such other location as the Company may advise the Holder in
writing) of this Warrant properly endorsed with the Form of Subscription
attached hereto duly filled in and signed and upon payment in cash, wire
transfer or by check of the aggregate Exercise Price for the number of shares
for which this Warrant is being exercised determined in accordance with the
provisions hereof. The Exercise Price is subject to adjustment as provided in
Section 3 of this Warrant. This Warrant is issued subject to the following terms
and conditions: 

	1. 	
      Exercise, Issuance of Certificates, Reduction in
      Number of Warrant Shares. This Warrant is exercisable at
      the option of the Holder of record hereof on or prior to the Expiration
      Date, at any time or from time to time, for all or any part of the Warrant
      Shares (but not for a fraction of a share) which may be purchased
      hereunder, as that number may be adjusted pursuant to Section 3 of this
      Warrant. The Company agrees that the Warrant Shares purchased under this
      Warrant shall be and are deemed to be issued to the Holder hereof as the
      record owner of such Warrant Shares as of the close of business on the
      date on which this Warrant shall have been surrendered, properly endorsed,
      the completed and executed Form of Subscription delivered, and payment
      made



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      for such Warrant Shares. Certificates for the Warrant
      Shares so purchased, together with any other securities or property to
      which the Holder hereof is entitled upon such exercise, shall be delivered
      to the Holder hereof by the Company at the Company’s expense as soon as
      practicable after the rights represented by this Warrant have been so
      exercised. In case of a purchase of less than all the Warrant Shares which
      may be purchased under this Warrant, the Company shall cancel this Warrant
      and execute and deliver to the Holder hereof within a reasonable time a
      new Warrant of like tenor for the balance of the Warrant Shares
      purchasable under the Warrant surrendered upon such purchase. Each stock
      certificate so delivered shall be registered in the name of such
      Holder.

	 	 	 
	2. 	
      Shares to be Fully Paid; Reservation of
      Shares. The Company covenants and agrees that all Warrant
      Shares, will, upon issuance and, if applicable, payment of the applicable
      Exercise Price, be duly authorized, validly issued, fully paid and
      non-assessable, and free of all preemptive rights, liens and encumbrances,
      except for restrictions on transfer provided for herein or under
      applicable federal and state securities laws. The Company shall at all
      times reserve and keep available out of its authorized and unissued Common
      Stock, solely for the purpose of providing for the exercise of the rights
      to purchase all Warrant Shares granted pursuant to this Warrant, such
      number of shares of Common Stock as shall, from time to time, be
      sufficient therefor.

	 	 	 
	3. 	
      Adjustment of Exercise Price and Number of
      Shares. The Exercise Price and the total number of Warrant
      Shares shall be subject to adjustment from time to time upon the
      occurrence of certain events described in this Section 3. Upon each
      adjustment of the Exercise Price, the Holder of this Warrant shall
      thereafter be entitled to purchase, at the Exercise Price resulting from
      such adjustment, the number of shares obtained by multiplying the Exercise
      Price in effect immediately prior to such adjustment by the number of
      shares purchasable pursuant hereto immediately prior to such adjustment,
      and dividing the product thereof by the Exercise Price resulting from such
      adjustment.

	 	 	 
		3.1. 	
      Subdivision or Combination of Stock. In
      case the Company shall at any time split or subdivide its outstanding
      shares of Common Stock into a greater number of shares, the Exercise Price
      in effect immediately prior to such split or subdivision shall be
      proportionately reduced and the number of Warrant Shares issuable
      hereunder proportionately increased, and conversely, in case the
      outstanding shares of the Common Stock of the Company shall be combined
      into a smaller number of shares, the Exercise Price in effect immediately
      prior to such combination shall be proportionately increased and the
      number of Warrant Shares issuable hereunder proportionately
    decreased.

	 	 	 
		3.2. 	
      Reclassification. If any reclassification
      of the capital stock of the Company or any reorganization, consolidation,
      merger, or any sale, lease, license, exchange or other transfer (in one
      transaction or a series of related transactions) of all or substantially
      all, of the business and/or assets of the Company (the
      “Reclassification Events”) shall be effected in such a way
      that holders of Common Stock shall be entitled to receive stock,
      securities, or other assets or property, then, as a condition of such
      Reclassification Event lawful and adequate provisions shall be made
      whereby the Holder hereof shall thereafter have the right to purchase and
      receive (in lieu of the shares of Common Stock of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented hereby) such shares of stock, securities, or other assets or
      property as may be issued or payable with respect to or in exchange for a
      number of outstanding shares of such Common Stock equal to the number of
      shares of such stock immediately theretofore purchasable and receivable
      upon the exercise of the rights represented hereby. In any
      Reclassification Event, appropriate provision shall be made with respect
      to the rights and interests of the Holder of this Warrant to the end that
      the provisions hereof (including, without limitation, provisions for
      adjustments of the Exercise Price and of the number of Warrant Shares),
      shall thereafter be applicable, as nearly as may be, in relation to any
      shares of stock, securities, or assets thereafter deliverable upon the
      exercise hereof.

	 	 	 
		3.3. 	
      Notice of Adjustment. Upon any adjustment
      of the Exercise Price or any increase or decrease in the number of Warrant
      Shares, the Company shall give written notice thereof, by first class mail
      postage prepaid, addressed to the registered Holder of this Warrant at the
      address of such Holder as shown on the



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books of the Company. The notice shall
be prepared and signed by the Company’s Chief Financial Officer and shall state
the Exercise Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of
this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. 

	4. 	
      No Voting or Dividend Rights.
      Nothing contained in this Warrant shall be construed as conferring
      upon the holder hereof the right to vote or to consent to receive notice
      as a shareholder of the Company on any other matters or any rights
      whatsoever as a shareholder of the Company. No dividends or interest shall
      be payable or accrued in respect of this Warrant or the interest
      represented hereby or the shares purchasable hereunder until, and only to
      the extent that, this Warrant shall have been exercised.

	 	 	 
	5. 	
      Compliance with Securities Act: Transferability of
      Warrant, Disposition of Shares of Common Stock.

	 	 	 
		5.1. 	
      Compliance with Securities Act. The Holder
      of this Warrant, by acceptance hereof, agrees that this Warrant and the
      Warrant Shares to be issued upon exercise hereof are being acquired for
      investment and that it will not offer, sell, or otherwise dispose of this
      Warrant or any Warrant Shares except under circumstances which will not
      result in a violation of the Securities Act of 1933, as amended (the
      “Act”) or any applicable state securities laws. This Warrant
      and all Warrant Shares (unless registered under the Act) shall be stamped
      or imprinted with a legend in substantially the following
  form:




  
    
      
        “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
          ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION
          STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE
          OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY
          FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” 

      

    

  



	 	5.2. 	
      Access to Information; Pre-Existing
      Relationship. Holder has had the opportunity to ask questions of,
      and to receive answers from, appropriate executive officers of the Company
      with respect to the terms and conditions of the transactions contemplated
      hereby and with respect to the business, affairs, financial condition and
      results of operations of the Company. Holder has had access to such
      financial and other information as is necessary in order for Holder to
      make a fully informed decision as to investment in the Company, and has
      had the opportunity to obtain any additional information necessary to
      verify any of such information to which Holder has had access. Holder
      further represents and warrants that the Holder has either (i) a
      pre-existing relationship with the Company or one or more of its officers
      or directors consisting of personal or business contacts of a nature and
      duration which enable the Holder to be aware of the character, business
      acumen and general business and financial circumstances of the Company or
      the officer or director with whom such relationship exists or (ii) such
      business or financial expertise as to be able to protect the Holder’s own
      interests in connection with the purchase of the Warrant Shares.

	 	 	 
	 	5.3. 	
      Warrant Not Transferable. This Warrant and
      all rights hereunder are not transferable without the prior written
      consent of the Company, which consent shall not be unreasonably withheld,
      except that this Warrant and all rights hereunder may be transferred to an
      affiliate of the Holder, in whole or in part, without charge to the Holder
      (except for transfer taxes), upon surrender of this Warrant properly
      endorsed; provided, however, that the Holder shall notify the Company in
      writing in advance of any proposed transfer.

	 	 	 
	 	5.4. 	
      Disposition of Warrant Shares and Common
      Stock. With respect to any offer, sale, or other disposition of
      the Warrant or any Warrant Shares, the Holder hereof and each subsequent
      Holder of this Warrant agrees to give written notice to the Company prior
      thereto, describing briefly the manner thereof, together with a written
      opinion of such holder’s counsel, if reasonably requested by the Company,
      to the effect that such offer, sale or other disposition may be effected
      without registration or qualification (under the Act
as



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then in effect or any federal or state
law then in effect) of such Warrant or Warrant Shares, as the case may be, and
indicating whether or not under the Act certificates for such Warrant or Warrant
Shares to be sold or otherwise disposed of require any restrictive legend as to
applicable restrictions on transferability in order to insure compliance with
the Act. Promptly upon receiving such written notice and opinion, the Company,
as promptly as practicable, shall notify such Holder that such Holder may sell
or otherwise dispose of such Warrant or Warrant Shares, all in accordance with
the terms of the notice delivered to the Company. If a determination has been
made pursuant to this subparagraph 5.4 that the opinion of the counsel for the
Holder is not reasonably satisfactory to the Company, the Company shall so
notify the Holder promptly after such determination has been made.
Notwithstanding the foregoing, such Warrant or Warrant Shares may be offered,
sold or otherwise disposed of in accordance with Rule 144 under the Act,
provided that the Company shall have been furnished with such information as the
Company may request to provide reasonable assurance that the provisions of Rule
144 have been satisfied. Each certificate representing the Warrant or Warrant
Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a
legend as to the applicable restrictions on transferability in order to insure
compliance with the Act, unless in the aforesaid opinion of counsel for the
Holder, such legend is not required in order to insure compliance with the Act.
The Company may issue stop transfer instructions to its transfer agent in
connection with such restrictions. 

	6. 	
      Modification and Waiver. This
      Warrant and any provision hereof may be changed, waived, discharged, or
      terminated only by an instrument in writing signed by the party against
      which enforcement of the same is sought.

	 	 
	7. 	
      Notices. Any notice, request, or
      other document required or permitted to be given or delivered to the
      Holder hereof or the Company shall be delivered by hand or messenger or
      shall be sent by certified mail, postage prepaid, or by overnight courier
      to each such Holder at its address as shown on the books of the Company or
      to the Company at the address indicated therefor in the first paragraph of
      this Warrant or such other address as either may from time to time provide
      to the other. Each such notice or other communication shall be treated as
      effective or having been given (i) when delivered if delivered personally,
      (ii) if sent by registered or certified mail, at the earlier of its
      receipt or three business days after the same has been registered or
      certified as aforesaid, or (iii) if sent by overnight courier, on the next
      business day after the same has been deposited with a nationally
      recognized courier service.

	 	 
	8. 	
      Governing Law. This Warrant shall be
      construed and enforced in accordance with, and the rights of the parties
      shall be governed by, the laws of the State of Nevada.

	 	 
	9. 	
      Lost or Stolen Warrant. Upon receipt
      of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction, upon receipt of an indemnity reasonably
      satisfactory to the Company, or in the case of any such mutilation, upon
      surrender and cancellation of such Warrant, the Company, at its expense,
      will make and deliver a new Warrant, of like tenor, in lieu of the lost,
      stolen, destroyed or mutilated Warrant.

	 	 
	10. 	
      Fractional Shares. No fractional
      shares shall be issued upon exercise of this Warrant. The Company shall,
      in lieu of issuing any fractional share, pay the Holder entitled to such
      fraction a sum in cash equal to such fraction (calculated to the nearest
      1/100th of a share) multiplied by the then effective Exercise Price on the
      date the Form of Subscription is received by the Company.

	 	 
	11. 	
      Successors and Assigns. This Warrant
      and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors of the Company and the Holder. The provisions
      of this Warrant are intended to be for the benefit of all Holders from
      time to time of this Warrant, and shall be enforceable by any such
      Holder.





  IN WITNESS WHEREOF, the Company has caused this Warrant to
  be duly executed by its 

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officer, thereunto duly authorized as of this ________ day of
________________________, 2008. 

 

 

PETRONATIONAL CORP. 

 

 

______________________________________________________
Per:
Gregory Leigh Lyons, President 

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FORM OF SUBSCRIPTION 

(To be signed only upon exercise of Warrant) 

To:       PetroNational
Corp.

The undersigned, the holder of the attached Common Stock
Warrant, hereby irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder, _____________________ shares of
Common Stock of PetroNational Corp. (the “Company”) at a price of
$0.15 per share and herewith makes payment of $_________________________
therefor. 

The undersigned represents that it is acquiring such Common
Stock for its own account for investment and not with a view to or for sale in
connection with any distribution thereof. The undersigned further represents and
confirms that the representations and warranties of the Holder set forth in
Section 5.2 of the attached Common Stock Warrant are true and correct as of the
date hereof. The undersigned requests that certificates for such shares be
issued in the name of, and delivered to:
________________________________________________________________________________________
whose
address is: .
______________________________________________________________________________

 

DATED: __________________________


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

Name:
__________________________________________________

Title:
___________________________________________________

1