Wescorp Energy Inc.: Exhibit 4.1 - Filed by newsfilecorp.com





EXHIBIT 4.1  

WARRANT  

DATE: May 17, 2010  

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN
APPLICABLE TO THE PROPOSED TRANSFER OF THE SHARES, AS TO WHICH EXEMPTION THE
SELLER MAY BE REQUIRED TO PROVIDE, TO THE TRANSFER AGENT AND THE ISSUER, AN
OPINION OF COUNSEL TO THE SELLER, WHICH COUNSEL IS OF RECOGNIZED STANDING AND IS
REASONABLY ACCEPTABLE TO THE ISSUER AND THE TRANSFER AGENT.”  

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4)
MONTHS AND ONE (1) DAY AFTER THE LATTER OF (i) MAY 17, 2010; AND (ii) THE DATE
THE ISSUER BECAME A REPORTING ISSUER IN THE PROVINCE OR TERRITORY.”  

                              
Warrant to Purchase Common
Stock                     
No. 1.  
Of 
WESCORP ENERGY INC. 



This Warrant to Purchase Common Stock (this
"Warrant”) is issued by Wescorp Energy Inc., a Delaware corporation (the
"Company"), ^ (the "Holder").
 

1.                 
Issuance of Warrant Term. The Company hereby grants to Holder, subject to
the provisions hereinafter set forth, the right to purchase
^ shares of common
stock $0.001 Par value per share, of the Company (the "Common Stock").
The shares of Common Stock issuable upon exercise of this Warrant are
hereinafter referred to as the "Shares". This Warrant shall be exercisable until
4:00 p.m. MST May 17, 2012 (the "Expiry Date") except as provided hereunder or
otherwise cancelled or exchanged as provided herein.

2.                  
Exercise Price. The exercise price per share for which all or any of the
Shares may be purchased pursuant to the terms of this Warrant shall be US$^ .



3.                  
Exercise Conditions.  

	 	(a) 	
      This Warrant may be exercised by Holder in whole or in
      part, upon delivery of written notice of intent to the Company at the
      address of the Company set forth in Section 11 below or such other address
      as the Company shall designate in written notice to Holder, together with
      this Warrant and payment (in the manner described in Section 3(c) below)
      for the aggregate Exercise Price of the Shares so purchased. Upon exercise
      of this Warrant as aforesaid, the Company shall as promptly as practicable
      execute and deliver to Holder a certificate or certificates for the total
      number of whole Shares for which this Warrant is being exercised in such
      names and denominations as are requested by
Holder.

	 	 	
       





	 	
       
		
      If this Warrant shall be exercised with respect to less
      than all of the Shares, Holder shall be entitled to receive a new Warrant
      covering the number of Shares in respect of which this Warrant shall not
      have been exercised, which new Warrant shall in all other respects be
      identical to this Warrant.

	 	 
	(b) 	
      Payment for the Shares to be purchased upon exercise of
      this Warrant may be made by wire transfer or by the delivery of a
      certified or cashier's check payable to the Company for the aggregate
      Exercise Price of the Shares to be purchased. All payments shall be in
      U.S. Dollars.



	 	
       
	4. 	
      Covenants and Conditions. The above provisions are
      subject to the following:

	 	 	 
		(a) 	
      Neither this Warrant nor the Shares have been registered
      under the Securities Act of 1933, as amended (the "Act"), or any state
      securities laws ("Blue Sky Laws"). This Warrant and the Shares have been
      acquired by the Holder for investment purposes and not with a view to
      distribution or resale, and the Shares may not be made subject to a
      security interest, pledged, hypothecated, sold or otherwise transferred
      without an effective registration statement therefor under the Act and
      such applicable Blue Sky Laws or an opinion of counsel (which opinion and
      counsel rendering same shall be reasonably acceptable to the Company) that
      the registration is not required under the Act and under any applicable
      Blue Sky Laws. Certificates representing the Shares shall bear
      substantially the following legend:



“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE PROPOSED TRANSFER OF THE
SHARES, AS TO WHICH EXEMPTION THE SELLER MAY BE REQUIRED TO PROVIDE, TO THE
TRANSFER AGENT AND THE ISSUER, AN OPINION OF COUNSEL TO THE SELLER, WHICH
COUNSEL IS OF RECOGNIZED STANDING AND IS REASONABLY ACCEPTABLE TO THE ISSUER AND
THE TRANSFER AGENT.”  

“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF (i) MAY 17,
2010; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE PROVINCE OR
TERRITORY.” 

Other legends as required by
applicable federal and state laws may be placed on such certificates. Holder and
the Company agree to execute such documents and instruments as counsel for the
Company reasonably deems necessary to effect compliance of the issuance of this
Warrant and any Shares issued upon exercise hereof with applicable federal and
state securities laws.  

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	 	(b) 	
      The Company covenants and agrees that all Shares which
      may be issued upon exercise of this Warrant will, upon issuance and
      payment therefor, be legally and validly issued and outstanding, fully
      paid and non-assessable.



5.                   
Warrantholder
not Stockholder. This Warrant does not confer upon Holder any voting rights
or other rights as a stockholder of the Company.  

	6. 	
      Certain Adjustments.

	 	 	 
		(a) 	
      Capital Reorganizations, Mergers, Consolidations or
      Sales of Assets. If at any time there shall be a capital
      reorganization (other than a combination or subdivision of Common Stock
      otherwise provided for herein), a share exchange (subject to and duly
      approved by the stockholders of the Company) or a merger or consolidation
      of the Company with or into another corporation, or the sale of the
      Company's properties and assets as, or substantially as, an entirety to
      any other person, then, as a part of such reorganization, share exchange,
      merger, consolidation or sale, lawful provision shall be made so that
      Holder shall thereafter be entitled to receive upon exercise of this
      Warrant, during the period specified in this Warrant and upon payment of
      the Exercise Price, the number of shares of stock or other securities or
      property of the Company or the successor corporation resulting from such
      reorganization, share, exchange, merger, consolidation or sale, to which
      Holder would have been entitled under the provisions of the agreement in
      such reorganization, share exchange, merger, consolidation or sale if this
      Warrant had been exercised immediately before that reorganization, share
      exchange, merger, consolidation or sale. In any such case, appropriate
      adjustment (as determined in good faith by the Company's Board of
      Directors) shall be made in the application of the provisions of this
      Warrant with respect to the rights and interests of Holder after the
      reorganization, share exchange, merger, consolidation or sale to the end
      that the provisions of this Warrant (including Adjustment of the Exercise
      Price then in effect and the number of the Shares) shall be applicable
      after that event, as near as reasonably may be, in relation to any shares
      or other property deliverable after that event upon exercise of this
      Warrant.

	 	 	 
		(b) 	
      Splits and Subdivisions. If the Company at any
      time or from time to time fixes a record date for the effectuation of a
      split or subdivision of the outstanding shares of Common Stock or the
      determination of the holders of Common Stock entitled to receive a
      dividend or other distribution payable in additional shares of Common
      Stock or other securities or rights convertible into, or entitling the
      holder thereof to receive directly or indirectly, additional shares of
      Common Stock (hereinafter referred to as the "Common Stock Equivalents")
      without payment of any consideration by such holder for the additional
      shares of Common Stock or Common Stock Equivalents, then, as of such
      record date (or the date of such distribution, split or subdivision if no
      record date is fixed), the Exercise Price shall (i) in the case of a split
      or subdivision, be appropriately decreased and the number of the Shares
      shall be appropriately increased in proportion to such increase of
      outstanding shares and (ii) in the case of a dividend or other
      distribution, the holder of the warrant shall have the right to acquire
      without additional consideration, upon exercise of the warrant, such
      property or cash as would have been distributed in respect of the shares
      of Common Stock for which the warrant was exercisable had such shares of
      Common Stock been outstanding on the date of such
  distribution.



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	 	(c) 	
      Combination of Shares. If the number of shares of
      Common Stock outstanding at any time after the date hereof is decreased by
      a combination or reverse stock split of the outstanding shares of Common
      Stock, the Exercise Price shall be appropriately increased and the number
      of the Shares shall be appropriately decreased in proportion to such
      decrease in outstanding shares.

	 	 	 
	 	(d) 	
      Certificate as to Adjustments. In the case of each
      adjustment or readjustment of the Exercise Price pursuant to this Section
      6, the Company will promptly compute such adjustment or readjustment in
      accordance with the terms hereof and cause a certificate setting forth
      such adjustment or readjustment and showing in detail the facts upon which
      such adjustment or readjustment is based to be delivered to Holder. The
      Company will, upon the written request at any time of Holder, furnish or
      cause to be furnished to Holder a certificate setting
  forth:

	 	 	
       


	 	(i) 	
      Such adjustment and readjustments;

	 	 	 
	 	(ii) 	
      The Exercise Price at the time in effect; and

	 	 	 
	 	(iii) 	
      The number of Shares and the amount, if any, of other
      property at the time receivable upon the exercise of the
  Warrant.

	 	 	
       


	 	(e) 	
      Notices of Record Date, etc. In the event
    of:

	 	 	
       


	 	(i) 	
      Any taking by the Company of a record of the holders of
      any class of securities of the Company for the purpose of determining the
      holders thereof who are entitled to receive any dividends or other
      distribution, or any right to subscribe for, purchase or otherwise acquire
      any shares of stock of any class or any other securities or property, or
      to receive any other right; or

	 	 	 
	 	(ii) 	
      Any capital reorganization of the Company, any
      reclassification or recapitalization of the capital stock of the Company
      or any transfer of all or substantially all of the assets of the Company
      to any other person or any consolidation, share exchange or merger
      involving the Company; or

	 	 	 
	 	(iii) 	
      Any voluntary or involuntary dissolution, liquidation or
      winding up of the Company, the Company will mail to Holder at least 5 days
      prior to the earliest date specified herein, a notice
  specifying:

	 	 	
       


	 	A 	
      The date on which any such record is to be taken for the
      purpose of such dividend, distribution or right, and the amount and
      character of such dividend, distribution or right; and

	 	 	 
	 	B 	
      The date on which any such reorganization,
      reclassification, transfer, consolidation, share exchange, merger,
      dissolution, liquidation or winding up is expected to become effective and
      the record date for determining stockholders entitled to vote
    thereon.



7.                    Reservation
of Common Stock. The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the exercise of this Warrant, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the exercise of this Warrant, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the exercise of the entire Warrant, in addition to such other remedies as shall
be available to the holder of this Warrant, the Company will use commercially
reasonable efforts to take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.  

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8.                    Split-Up,
Combination, Exchange and Transfer of Warrants. Subject to and limited by
the provisions of Section 4(a) hereof, this Warrant may be assigned, split up,
combined or exchanged for another Warrant or Warrants containing the same terms
and entitling the Holder to purchase a like aggregate number of Shares. If the
Holder desires to split up, combine or exchange this Warrant, the Holder shall
make such request in writing delivered to the Company and shall surrender to the
Company this Warrant and any other Warrants to be so assigned, split up,
combined or exchanged. Upon any such surrender for a split-up, combination or
exchange, the Company shall execute and deliver to the person entitled thereto a
Warrant or Warrants, as the case may be, as so requested. The Company shall not
be required to effect any split-up, combination or exchange which will result in
the issuance of a Warrant that entitled the Warrant holder to purchase upon
exercise a fraction of a share of Common Stock or a fractional Warrant. The
Company may require such Holder to pay a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.  

9.                    Successors
and Assigns. All the covenants and provisions of this Warrant shall bind and
inure to the benefit of the Company's successors and assigns, and the heirs,
legatees, devisees, executors, administrators, personal and legal
representatives, and successors and permitted assigns of Holder.  

10.                    Governing
Law. This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware.

11.                    Address
for Notices.

	COMPANY: 	 HOLDER: 
	 	 
	Michael Crozier 	^ 
	Bryan and Company LLP 	  
	2600 Manulife Place 	  
	10180 - 101 Street 	  
	Edmonton Alberta 	  
	Canada T5J 3Y2 	  


with a copy to:  

The Secretary, 
Wescorp Energy Inc 
Suite 770, 435 –
4th Avenue S.W 
Calgary, Alberta. 
Canada T2P 3A8



12.                     Regulation
D.  

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The issuance of this Warrant is subject to the representations
of the Holder hereof that it is an “accredited investor” as defined by
Regulation D of the SEC, and the express warranty to the acquisition hereof, in
exchange for $1.00, receipt of which is acknowledged by Company, that the
acquisition was for investment and not for resale. Investor also warrants it has
had access to the filings of the Company on the SEC EDGAR site at www.sec.gov,
and has had the opportunity to review said filings and ask questions with
respect thereto and other investment-related questions of management of the
Company. Neither the Warrant nor Shares acquired hereunder are registered and
are “restricted securities” as that term is used SEC Rule 144. No subsequent
transfer or assignment may be made hereof, or of any Shares acquired hereunder
unless to an accredited investor in a transaction exempt from registration under
the Securities Act of 1933 and the laws of any other governing jurisdiction.

Wescorp Energy Inc.  

By: _______________________________

Name: Douglas E. Biles 
Title: President & CEO


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