Unassociated Document


     

    THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NEITHER
THIS WARRANT NOR ANY OF SUCH SECURITIES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
UNDER SUCH ACT.

     

    ATWOOD
MINERALS & MINING CORP.

     

     

    Series A
Warrant

    
    

     

    
      	 	 	
              No. of Warrant
      Rights (__________)

            


    

     

     

    FOR VALUE
RECEIVED, Atwood Minerals & Mining Corp. (“Company”), hereby
certifies that ( [Buyer]), or a
permitted assign thereof, is entitled to purchase from the Company, at any time
or from time to time, commencing on the date hereof and prior to 6:00 P.M., New
York City time, on June 30, 2019 (the “Expiration Date”)
[(qty. of warrants )] fully paid and nonassessable shares of the Common Stock,
par value $0.001, of the Company for an aggregate purchase price of $ (computed
on the basis of $0.30/share) (the “Exercise Price”),
subject to adjustment as set forth herein. (Hereinafter, (i) said Common Stock,
together with any other equity securities which may be issued by the Company
with respect thereto or in substitution therefor, is referred to as the “Common Stock,” (ii)
the shares of the Common Stock purchasable hereunder (as hereinafter defined)
are referred to as the “Warrant Shares,” the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as the “Aggregate
Warrant Price,” (iii) each right under this Warrant to purchase a share
of Common Stock is sometimes referred to herein as “Warrant Right”, (iv)
one Warrant Right shall be surrendered for each share of Common Stock purchased
hereunder, (v) the price payable hereunder for each of the Warrant Shares is
referred to as the “Per Share Warrant
Price,” which on the issue date will equal $0.30 per share (vi) this
Warrant, all identical Warrants (if any) issued on the date hereof and all
Warrants hereafter issued in exchange or substitution for this Warrant or such
other warrants are referred to as the “Warrants”, (vii) the holder of this
Warrant is referred to as the “Holder” and (viii) this Warrant shall be
exercisable at any time after the Closing, referred to as the “Exercise Date”). The
Aggregate Warrant Price is not subject to adjustment. The Per Share Warrant
Price is subject to adjustment as hereinafter provided. In addition, the
Company, at its discretion, may reduce the Exercise Price and extend the
Expiration Date provided that it provided that it shall provide the notice
required under Section 3(f) below.  All capitalized terms used but not
defined herein shall have the same meaning as those set forth in the Unit
Purchase Agreement, dated as of May __, 2010 by and among the Company and the
parties listed therein.

     

    
      	
              1.  

            	
              Exercise of
      Warrant.

            


    

     

    
      	
            	
              (a)  

            	
              Payment
      Exercise

            


    

    


    (1)   Subject
to and upon all of the terms and conditions set forth in this Warrant, the
Holder may exercise this Warrant, in whole or in part with respect to any
Warrant Shares, at any time and from time to time during from the Exercise Date
to the Expiration Date (the “Exercise Period”), by
presentation and surrender of this Warrant to the Company at its principal
office, together with (a) a properly completed and duly executed notice of
exercise using the Form of Payment Exercise attached hereto, which notice shall
specify the number of Warrant Shares for which this Warrant is then being
exercised, and (b) payment of the aggregate Exercise Price payable hereunder in
respect of the number of Warrant Shares being purchased upon exercise of this
Warrant. Payment of such aggregate Exercise Price shall be made in cash, by
money order, certified or bank cashier’s check or wire transfer (in lawful
currency of the United States of America).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (2)   Notwithstanding
the foregoing, at any time after November __, 2011 that a registration statement
covering the resale of the Warrant Shares is not effective or is suspended, or
that the related prospectus  is outdated, defective or requires a
supplement or amendment for any reason, the Holder may, at its option during
such time, elect to pay some or all of the Exercise Price payable upon an
exercise of this Warrant by canceling a portion of this Warrant exercisable for
such number of Warrant Shares as is determined by dividing (i) the total
Exercise Price payable in respect of the number of Warrant Shares being
purchased upon such exercise by (ii) the excess of the Fair Market Value
per share of Common Stock as of the effective date of exercise, as determined
pursuant to Section 1(a)(3) below (the “Exercise Date”) over the
Exercise Price per share.  If the Holder wishes to exercise this
Warrant pursuant to this method of payment with respect to the maximum number of
Warrant Shares purchasable pursuant to this method, then the number of Warrant
Shares so purchasable shall be equal to the total number of Warrant Shares,
minus the product obtained by multiplying (x) the total number of Warrant
Shares by (y) a fraction, the numerator of which shall be the Exercise
Price per share and the denominator of which shall be the Fair Market Value per
share of Common Stock as of the Exercise Date.

    


    
      (3)           
For
purposes of this Warrant, “Fair Market Value” shall mean, on any
day:

    

    


    (i)           the
closing price of the Common Stock on a national securities exchange or as quoted
on the Nasdaq Global Select Market, Nasdaq Global Market or the Nasdaq Capital
Market on such day, as reported by the Wall Street Journal; or

    


    (ii)           if
the Common Stock is quoted on the Nasdaq Global Select Market, Nasdaq Global
Market or the Nasdaq Capital Market but no sale occurs on such day, the average
of the closing bid and asked prices of the Common Stock on the Nasdaq Global
Select Market, Nasdaq Global Market or the Nasdaq Capital Market on such day, as
reported by the Wall Street Journal; or

    


    (iii)           if
the Common Stock is not so listed or quoted, the average of the closing bid and
asked prices of the Common Stock in the U.S. over-the-counter market;
or

    


    (iv)           if
no such trading market is readily available, the fair market value of the Common
Stock as determined in good faith and certified by a majority of the members of
the Board of Directors of the Company.

     

    
      	
            	
              (b)  

            	
              Ownership
      Limitation

            


    

     

    Notwithstanding
anything in this Warrant to the contrary, in no event shall the holder of this
Warrant be entitled to exercise a number of Warrants (or portions thereof) in
excess of the number of Warrants (or portions thereof) upon exercise of which
the sum of (i) the number of shares of Common Stock beneficially owned by the
holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unexercised Warrants and the
unexercised or unconverted portion of any other securities of the Company)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein and (ii) the number of shares of Common Stock issuable upon
exercise of the Warrants (or portions thereof) with respect to which the
determination described herein is being made, would result in beneficial
ownership by the holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock.  For purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
thereunder, except as otherwise provided in clause (i) of the preceding
sentence.  Notwithstanding anything to the contrary contained herein,
the limitation on exercise of this Warrant set forth herein may not be amended
without (i) the written consent of the holder hereof and the Company and (ii)
the approval of a majority of shareholders of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2.

            	
              Reservation of Warrant
      Shares.

            


    

     

    The
Company agrees that, prior to the Expiration Date, the Company will at all times
have authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant.

     

    


    3.   Protection Against
Dilution.  During the Exercise Period, the Per Share Warrant
Price shall be subject to adjustment from time to time as provided in this
Paragraph 3. In the event that any adjustment of the Per Share Warrant Price as
required herein results in a fraction of a cent, such Per Share Warrant Price
shall be rounded up to the nearest cent.

    


    (a)   Adjustment of Per Share
Warrant Price and Number of Shares upon Issuance of Common
Stock.  Except as otherwise provided in Paragraphs 3(c) and
3(e) hereof, if and whenever on or after the date of issuance of this Warrant,
the Company issues or sells, or in accordance with Paragraph 3(b) hereof is
deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share (before deduction of reasonable expenses or
commissions or underwriting discounts or allowances in connection therewith)
less than the then effective Per Share Warrant Price on the date of issuance (a
“Dilutive
Issuance”), then immediately upon the Dilutive Issuance, the Per Share
Warrant Price will be reduced to a price determined by multiplying the Per Share
Warrant Price in effect immediately prior to the Dilutive Issuance by a
fraction, (i) the numerator of which is an amount equal to the sum of (x) the
number of shares of Common Stock actually outstanding immediately prior to the
Dilutive Issuance, plus (y) the quotient of the aggregate consideration,
calculated as set forth in Paragraph 3(b) hereof, received by the Company upon
such Dilutive Issuance divided by the Per Share Warrant Price in effect
immediately prior to the Dilutive Issuance, and (ii) the denominator of which is
the total number of shares of Common Stock Deemed Outstanding (as defined below)
immediately after the Dilutive Issuance.

    


    (b)   Effect on Per Share Warrant
Price of Certain Events.  For purposes of determining the
adjusted Per Share Warrant Price under Paragraph 3(a) hereof, the following will
be applicable:

     

    (1)   Issuance of Rights or
Options.  If the Company in any manner issues or grants any
warrants, rights or options, whether or not immediately exercisable, to
subscribe for or to purchase Common Stock or other securities convertible into
or exchangeable for Common Stock (“Convertible
Securities”) (such warrants, rights and options to purchase Common Stock
or Convertible Securities are hereinafter referred to as “Options”) and the
price per share for which Common Stock is issuable upon the exercise of such
Options is less than the then effective Per Share Warrant Price on the date of
issuance or grant of such Options, then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Options will, as of the date
of the issuance or grant of such Options, be deemed to be outstanding and to
have been issued and sold by the Company for such price per
share.  For purposes of the preceding sentence, the “price per share
for which Common Stock is issuable upon the exercise of such Options” is
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or granting of all such Options,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise of all such Options, plus, in the case of
Convertible Securities issuable upon the exercise of such Options, the minimum
aggregate amount of additional consideration payable upon the conversion or
exchange thereof at the time such Convertible Securities first become
convertible or exchangeable, by (ii) the maximum total number of shares of
Common Stock issuable upon the exercise of all such Options (assuming full
conversion of Convertible Securities, if applicable).  No further
adjustment to the Per Share Warrant Price will be made upon the actual issuance
of such Common Stock upon the exercise of such Options or upon the conversion or
exchange of Convertible Securities issuable upon exercise of such
Options.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (2)   Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than the
then effective Per Share Warrant Price on the date of issuance, then the maximum
total number of shares of Common Stock issuable upon the conversion or exchange
of all such Convertible Securities will, as of the date of the issuance of such
Convertible Securities, be deemed to be outstanding and to have been issued and
sold by the Company for such price per share.  For the purposes of the
preceding sentence, the “price per share for which Common Stock is issuable upon
such conversion or exchange” is determined by dividing (i) the total amount, if
any, received or receivable by the Company as consideration for the issuance or
sale of all such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof at the time such Convertible Securities first become
convertible or exchangeable, by (ii) the maximum total number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible
Securities.  No further adjustment to the Per Share Warrant Price will
be made upon the actual issuance of such Common Stock upon conversion or
exchange of such Convertible Securities.

     

    (3)   Change in Option Price or
Conversion Rate.  If there is a change at any time in (i) the
amount of additional consideration payable to the Company upon the exercise of
any Options; (ii) the amount of additional consideration, if any, payable to the
Company upon the conversion or exchange of any Convertible Securities; or (iii)
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock (other than under or by reason of provisions
designed to protect against dilution), the Per Share Warrant Price in effect at
the time of such change will be readjusted to the Per Share Warrant Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed additional consideration
or changed conversion rate, as the case may be, at the time initially granted,
issued or sold.

     

    (4)   Treatment of Expired Options
and Unexercised Convertible Securities.  If, in any case, the
total number of shares of Common Stock issuable upon exercise of any Option or
upon conversion or exchange of any Convertible Securities is not, in fact,
issued and the rights to exercise such Option or to convert or exchange such
Convertible Securities shall have expired or terminated, the Per Share Warrant
Price then in effect will be readjusted to the Per Share Warrant Price which
would have been in effect at the time of such expiration or termination had such
Option or Convertible Securities, to the extent outstanding immediately prior to
such expiration or termination (other than in respect of the actual number of
shares of Common Stock issued upon exercise or conversion thereof), never been
issued.

     

    (5)   Calculation of Consideration
Received.  If any Common Stock, Options or Convertible
Securities are issued, granted or sold for cash, the consideration received
therefor for purposes of this Warrant will be the amount received by the Company
therefor, before deduction of reasonable commissions, underwriting discounts or
allowances or other reasonable expenses paid or incurred by the Company in
connection with such issuance, grant or sale.  In case any Common
Stock, Options or Convertible Securities are issued or sold for a consideration
part or all of which shall be other than cash, the amount of the consideration
other than cash received by the Company will be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Company will be the Market
Price thereof as of the date of receipt.  In case any Common Stock,
Options or Convertible Securities are issued in connection with any acquisition,
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving corporation as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be.  The fair value of any consideration other than cash or
securities will be determined in good faith by the Board of Directors of the
Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (6)   Exceptions to Adjustment of
Per Share Warrant Price.  No adjustment to the Per Share
Warrant Price will be made (i) upon the exercise of any warrants, options or
convertible securities granted, issued and outstanding on the date of issuance
of this Warrant; (ii) upon the grant or exercise of any stock or options which
may hereafter be granted or exercised under any employee benefit plan, stock
option plan or restricted stock plan of the Company now existing or to be
implemented in the future, so long as the issuance of such stock or options is
approved by a majority of the independent members of the Board of Directors of
the Company or a majority of the members of a committee of independent directors
established for such purpose; (iii) the Company issues or distributes shares of
its Common Stock or Convertible Securities in connection with (A) full or
partial consideration in connection with a strategic merger, acquisition,
consolidation or purchase of substantially all of the securities or assets of a
corporation or other entity; or (B) strategic license or joint venture
agreements, the entering into ro acquiring of material contracts in connection
with the Company’s business as currently being conducted, and other partnering
arrangements so long as such issuance are not for the purpose of raising capital
and are not issued for services; or (iv) upon the exercise of the
Warrants.

     

    (c)   Subdivision or Combination
of Common Stock.  If the Company at any time subdivides (by any
stock split, stock dividend, recapitalization, reorganization, reclassification
or otherwise) the shares of Common Stock acquirable hereunder into a greater
number of shares, then, after the date of record for effecting such subdivision,
the Per Share Warrant Price in effect immediately prior to such subdivision will
be proportionately reduced.  If the Company at any time combines (by
reverse stock split, recapitalization, reorganization, reclassification or
otherwise) the shares of Common Stock acquirable hereunder into a smaller number
of shares, then, after the date of record for effecting such combination, the
Per Share Warrant Price in effect immediately prior to such combination will be
proportionately increased.

     

    (d)   Consolidation, Merger or
Sale.  In case of any consolidation of the Company with, or
merger of the Company into any other corporation, or in case of any sale or
conveyance of all or substantially all of the assets of the Company other than
in connection with a plan of complete liquidation of the Company, then as a
condition of such consolidation, merger or sale or conveyance, adequate
provision will be made whereby the holder of this Warrant will have the right to
acquire and receive upon exercise of this Warrant in lieu of the shares of
Common Stock immediately theretofore acquirable upon the exercise of this
Warrant, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of this Warrant
had such consolidation, merger or sale or conveyance not taken
place.  In any such case, the Company will make appropriate provision
to insure that the provisions of this Paragraph 4 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.  The Company
will not effect any consolidation, merger or sale or conveyance unless prior to
the consummation thereof, the successor corporation (if other than the Company)
assumes by written instrument the obligations under this Paragraph 4 and the
obligations to deliver to the holder of this Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the holder
may be entitled to acquire.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)   Distribution of
Assets.  In case the Company shall declare or make any
distribution of its assets (including cash) to holders of Common Stock as a
partial liquidating dividend, by way of return of capital or otherwise, then,
after the date of record for determining shareholders entitled to such
distribution, but prior to the date of distribution, the holder of this Warrant
shall be entitled upon exercise of this Warrant for the purchase of any or all
of the shares of Common Stock subject hereto, to receive the amount of such
assets which would have been payable to the holder had such holder been the
holder of such shares of Common Stock on the record date for the determination
of shareholders entitled to such distribution.

     

    (f)   Notice of
Adjustment.  Upon the occurrence of any event which requires
any adjustment of the Per Share Warrant Price, then, and in each such case, the
Company shall give notice thereof to the holder of this Warrant, which notice
shall state the Per Share Warrant Price resulting from such adjustment, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.  Such calculation shall be certified by the
Chief Financial Officer of the Company.

     

    (g)   Minimum Adjustment of Per
Share Warrant Price.  No adjustment of the Per Share Warrant
Price shall be made in an amount of less than 1% of the Per Share Warrant Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such Per
Share Warrant Price.

     

    (h)   No Fractional
Shares.  No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but the Company shall pay a cash adjustment
in respect of any fractional share which would otherwise be issuable in an
amount equal to the same fraction of the Market Price of a share of Common Stock
on the date of such exercise.

     

    (i)   Other
Notices.  In case at any time:

     

    (1)   the
Company shall declare any dividend upon the Common Stock payable in shares of
stock of any class or make any other distribution (including dividends or
distributions payable in cash out of retained earnings) to the holders of the
Common Stock;

     

    (2)   there
shall be any capital reorganization of the Company, or reclassification of the
Common Stock, or consolidation or merger of the Company with or into, or sale of
all or substantially all its assets to, another corporation or entity;
or

     

    (3)   there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company; then, in each such case, the Company shall give to the holder of
this Warrant (a) notice of the date on which the books of the Company shall
close or a record shall be taken for determining the holders of Common Stock
entitled to receive any such divi­dend, distribution, or subscription rights
or for determining the holders of Common Stock entitled to vote in respect of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a
reasonable approximation thereof by the Company) when the same shall take
place.  Such notice shall also specify the date on which the holders
of Common Stock shall be entitled to receive such dividend, distribution, or
subscription rights or to exchange their Common Stock for stock or other
securities or property deliverable upon such reorganization,
re­classification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be.  Such notice shall be given at least
10 days prior to the record date or the date on which the Company’s books are
closed in respect thereto.  Failure to give any such notice or any
defect therein shall not affect the validity of the proceedings referred to in
clauses (i), (ii), and (iii) above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (j)   Certain
Definitions.

     

    (1)   “Common Stock Deemed
Outstanding” shall mean the number of shares of Common Stock actually
outstanding (not including shares of Common Stock held in the treasury of the
Company), plus (x) pursuant to Paragraph 3(b)(1) hereof, the maximum total
number of shares of Common Stock issuable upon the exercise of Options, as of
the date of such issuance or grant of such Options, if any, and (y) pursuant to
Paragraph 3(b)(2) hereof, the maximum total number of shares of Common Stock
issuable upon conversion or exchange of Convertible Securities, as of the date
of issuance of such Convertible Securities, if any.

     

    (2)   “Market Price,” as of
any date, (i) means the average of the last reported sale prices for the shares
of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding
such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal
trading market for the shares of Common Stock, the average of the last reported
sale prices on the principal trading market for the Common Stock during the same
period as reported by Bloomberg, or (iii) if market value cannot be calculated
as of such date on any of the foregoing bases, the Market Price shall be the
fair market value as reasonably determined in good faith by (a) the Board of
Directors of the Company or, at the option of a majority-in-interest of the
holders of the outstanding Warrants by (b) an independent investment bank of
nationally recognized standing in the valuation of businesses similar to the
business of the corporation. The manner of determining the Market Price of the
Common Stock set forth in the foregoing definition shall apply with respect to
any other security in respect of which a determination as to market value must
be made hereunder.

     

    (3)   “Common Stock,” for
purposes of this Paragraph 3, includes the Common Stock, par value $.001 per
share, and any additional class of stock of the Company having no preference as
to dividends or distributions on liquidation, provided that the shares
purchasable pursuant to this Warrant shall include only shares of Common Stock,
par value $.001 per share, in respect of which this Warrant is exercisable, or
shares resulting from any subdivision or combination of such Common Stock, or in
the case of any reorganization, reclassification, consolidation, merger, or sale
of the character referred to in Paragraph 4(e) hereof, the stock or other
securities or property provided for in such Paragraph.

     

     

    
      	
              4.

            	
              Redemption.

            


    

     

    If at
anytime during the Exercise Period the Common Stock trades at or above $0.90 per
share (subject to adjustment for forward and reverse stock splits,
recapitalizations, stock dividends and the like) (the “Threshold Price”)
during 20 consecutive Trading Days (the “Measurement Period”),
then the Company may, upon 30 days prior written notice “Redemption Notice”),
call for redemption (“Call”) of the
Warrants then outstanding at a redemption price of $0.005 per share. If the
conditions set forth below for such Call are satisfied from the period from the
date of the Redemption Notice through and including the Redemption Date (as
defined below), then this Warrant for which a Notice of Exercise shall not have
been received by the Redemption Date will be cancelled at
6:00 p.m. (New York City time) on the 30th day after the date the Call Notice is
placed in the United States mail (by first class mail) (such date, the “Redemption Date”);
provided, however that the Company may extend the Redemption Date to a later
date of not more than thirty (30) days from the Redemption Date upon 7 days
prior written notice of the original Redemption Date. In furtherance thereof,
the Company covenants and agrees that it will honor all Notices of Exercise with
respect to Warrant Shares subject to a Redemption Notice that are tendered prior
to 6:00 p.m. (New York City time) on the Redemption Date. Notwithstanding
anything to the contrary set forth in this Warrant, the Company may not deliver
a Redemption Notice or require the cancellation of this Warrant (and any
Redemption Notice will be void), unless, from the beginning of the 1st
consecutive Trading Day used to determine whether the Common Stock has achieved
the Threshold Price through the Redemption Date, either (a) the Company has
effective under the Securities Act of 1933, as amended, a registration statement
providing for the resale of the Warrant Shares and the prospectus thereunder
available for use by the Holders for the resale of all such Warrant Shares or
(b) the Warrant Shares may be sold without volume restriction pursuant to Rule
144(k) of the Securities Act of 1933, as amended..

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              Fully Paid Stock,
      Taxes.

            


    

     

    The
Company agrees that the shares of the Common Stock represented by each and every
certificate for Warrant Shares delivered on the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding, fully paid and
nonassessable, and not subject to pre-emptive rights, and the Company will take
all such actions as may be necessary to assure that the par value or stated
value, if any, per share of the Common Stock is at all times equal to or less
than the then Per Share Warrant Price. The Company further covenants and agrees
that it will pay, when due and payable, any and all Federal and state stamp,
original issue or similar taxes which may be payable in respect of the issue of
any Warrant Share or certificate therefor.

     

    
      	
              6.

            	
              Transfer, Exchange,
      and Replacement of Warrant.

            


    

    


    (a)   Restriction on
Transfer.  This Warrant and the rights granted to the holder
hereof are transferable, in whole or in part, upon surrender of this Warrant,
together with a properly executed assignment in the form attached hereto, at the
office or agency of the Company referred to in Paragraph 6(e) below,
provided, however, that any transfer or assignment shall be subject to the
conditions set forth in Paragraph 6(f) hereof and to the applicable provisions
of the Purchase Agreement.  Until due presentment for registration of
transfer on the books of the Company, the Company may treat the registered
holder hereof as the owner and holder hereof for all purposes, and the Company
shall not be affected by any notice to the contrary.  Notwithstanding
anything to the contrary contained herein, the registration rights described in
Paragraph 7 are assignable only in accordance with the provisions of that
certain Registration Rights Agreement, dated May __, 2010, by and among the
Company and the other signatories thereto (the “Registration Rights
Agreement”).

    


    (b)   Warrant Exchangeable for
Different Denominations.  This Warrant is exchange­able,
upon the surrender hereof by the holder hereof at the office or agency of the
Company referred to in Paragraph 6(e) below, for new Warrants of like tenor
representing in the aggregate the right to purchase the number of shares of
Common Stock which may be purchased hereunder, each of such new Warrants to
represent the right to purchase such number of shares as shall be designated by
the holder hereof at the time of such surrender.

    


    (c)   Replacement of
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 delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company,
or, in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor.

    


    (d)   Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange, or replacement as provided in this Paragraph 6,
this Warrant shall be promptly canceled by the Company.  The Company
shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the holder or
transferees) and charges payable in connection with the preparation, execution,
and delivery of Warrants pursuant to this Paragraph 6.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)   Register.  The
Company shall maintain, at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the holder hereof), a
register for this Warrant, in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each transferee and each prior owner of this
Warrant.

    


    (f)   Exercise or Transfer Without
Registration.  If, at the time of the surrender of this Warrant
in connection with any exercise, transfer, or exchange of this Warrant, this
Warrant (or, in the case of any exercise, the Warrant Shares issuable
hereunder), shall not be registered under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such exercise, transfer, or exchange, (i) that the holder
or transferee of this Warrant, as the case may be, furnish to the Company a
written opinion of counsel, which opinion and counsel are acceptable to the
Company, to the effect that such exercise, transfer, or exchange may be made
without registration under said Act and under applicable state securities or
blue sky laws, (ii) that the holder or transferee execute and deliver to the
Company an investment letter in form and substance acceptable to the Company and
(iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act; provided that no such opinion, letter or
status as an “accredited investor” shall be required in connection with a
transfer pursuant to Rule 144 under the Securities Act.  The first
holder of this Warrant, by taking and holding the same, represents to the
Company that such holder is acquiring this Warrant for investment and not with a
view to the distribution thereof.

     

    7.   Registration
Rights.  The initial holder of this Warrant (and certain
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in Section 2 of the Registration
Rights Agreement.

     

    8.   Warrant Holder Not
Shareholders.

    


    Except as
otherwise provided herein, this Warrant does not confer upon the Holder any
right to vote or to consent to or receive notice as a shareholder of the
Company, as such, in respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof; provided, however,
Company shall give not less than twenty days written notice to the Holder of any
action which would require adjustment of any terms of the Warrant in accordance
with Section 3 above.

     

    9.   Communication.

     

    Any
notice or other communication under this Warrant shall be effective unless and
shall be deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, or sent vial facsimile, electronic
transmission, overnight courier or hand delivery addressed to:

     

    If to the
Company:

    


    Atwood
Minerals & Mining Corp.

    63 Main
Street, #202

    Flemington,
New Jersey 08822

    Telephone:  (908)
968-0838

    Fax:  (908)
934-9253

    Attention:
Chief Financial Officer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If to the
Holder, at the Holder’s address appearing in the books maintained by the
Company.

     

    10.   Headings.

     

    The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof.

     

    11.   Governing
Law.

     

    THIS
WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE UNITED STATES FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA, WITH
RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO
IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND
EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
CONNECTION WITH SUCH DISPUTE.

     

    12.   Miscellaneous.

    


    (a)   If the
resale of the Warrant Shares by the holder is not registered pursuant to an
effective registration statement under the Securities Act and this Warrant is
exercised in whole or in part, then each certificate representing Warrant Shares
issued upon the exercise of this Warrant shall be stamped or otherwise imprinted
with a legend in substantially the following form:

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH  RESPECT THERETO IS EFFECTIVE UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH
REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)   Amendments.  This
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the holder hereof.

     

    (c)   Descriptive
Headings.  The descriptive headings of the several paragraphs
of this Warrant are inserted for purposes of reference only, and shall not
affect the meaning or construction of any of the provisions hereof.

     

    (d)   Remedies.  The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holder, by vitiating the intent and purpose of the
transaction contemplated hereby.  Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Warrant will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Warrant, that the holder shall
be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Warrant and to
enforce specifically the terms and provisions thereof, without the necessity of
showing economic loss and without any bond or other security being
required.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its Chief
Executive Officer as of the date set forth above.

     

     

    
      	ATWOOD MINERALS
      & MINING CORP.	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    FORM OF
PAYMENT EXERCISE

     

    (To be
executed upon cash payment exercise of Warrant)

     

    To:
ATWOOD MINERALS & MINING CORP.

    


    In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase _____________ shares of common
stock (“Common Stock”), $0.001 par value per share, of Atwood Minerals &
Mining Corp.  The undersigned herewith makes payment of $____________,
representing the full purchase price for such shares at the Exercise Price
provided for in such Warrant, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.  Such payment takes the form of
(check applicable box or boxes):

    


     ̈           $______
in lawful money of the United States; and/or

    


    
      	
               ̈

            	
              The
      cancellation of such portion of the attached Warrant as is exercisable for
      a total of _____ Warrant Shares (using a Fair Market Value of $_____ per
      share for purposes of this
calculation).

            


    

     

    Please
issue a certificate or certificates for such shares of Common Stock in the
following name or names and denominations and deliver such certificate or
certificates to the person or persons listed below at their respective addresses
set forth below:

     

    
      	
              Dated:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (Name)

               

              (Address)

               

            	 
      
	 
      	 
      	 
      	 
      


    

    


     

    If said
number of shares of Common Stock shall not be all the shares of Common Stock
issuable upon exercise of the attached Warrant, a new Warrant is to be issued in
the name of the undersigned for the balance remaining of such shares of Common
Stock less any fraction of a share of Common Stock paid in cash.

     

    
      	
              Dated:

            	
               

            


    

    NOTE: The
above signature should correspond exactly with the name on the face of the
attached Warrant or with the name of the assignee appearing in the assignment
form below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ASSIGNMENT

     

    FOR VALUE
RECEIVED                                                                    hereby
sells, assigns and transfers unto                                                                   
the
foregoing Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint                                                                    
,
attorney, to transfer said Warrant on the books of                                                                                             

    
    

     

    
      	Dated:	
              Signature:

               

              Address:

            


    

     

     

    PARTIAL
ASSIGNMENT

     

    FOR VALUE
RECEIVED                                                                   
hereby assigns and transfers unto                                                               
  the right to
purchase  shares of the Common Stock of                                                    
by the
foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced
hereby, and does irrevocably constitute and appoint                                                                
, attorney, to transfer
that part of said Warrant on the books of Atwood Minerals & Mining
Corp.

    
       

       

      
        	Dated:	
                Signature:

                 

                Address: