THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
APPLICABLE STATE LAW IS AVAILABLE.


 


NATIVE AMERICAN ENERGY GROUP, INC.


 


WARRANT AGREEMENT


To Purchase Shares of Common Stock


 


	No. _______________	Issue Date: _____________ 


 


THIS CERTIFIES that, for value received,
______________________________ __________________ (the “Holder”) is entitled, pursuant to _____________________________
between the Native American Energy Group, Inc., (the “Company”) and the Holder, and upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof, to subscribe for and purchase from the Company ____________
shares of the fully paid non-assessable shares of the Company’s common stock (“Common Stock”) at a purchase price
of $_________ per share, provided that such right will terminate, if not terminated earlier in accordance with the provisions hereof,
at 5:00 p.m. (Eastern time) on __________ (the “Expiration Date”). The purchase price and the number of shares for
which this warrant (the “Warrant”) is exercisable are subject to adjustment, as provided herein. This Warrant being
sold and issued pursuant to this agreement shall be evidenced by the warrant certificate attached as Annex A hereto (the
“Warrant Certificate”).


 


As used herein the following terms, unless
the context otherwise requires, have the following respective meanings:


 


(a)         The
term “Company” shall include Native American Energy Group, Inc., and any entity which shall succeed or assume the obligations
of Native American Energy Group, Inc. hereunder.


 


(b)         The
term “Warrant Shares” includes (i) the Company’s common stock and (ii) any other securities into which or for
which any of the Common Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.


 



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(c)         The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of this Warrant at any time shall be entitled to receive, or shall have received,
on the exercise of this Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other Securities.


 


(d)         The
term “Exercise Price” shall be $________ per share, subject to adjustment pursuant to the terms hereof.


 


		1.	Number of Shares Issuable upon Exercise.



 


Unless sooner terminated in accordance herewith,
from and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise
of this Warrant in whole or in part, the number of Warrant Shares set forth on the first page of this Warrant, subject to adjustment
pursuant hereto, by delivery of an original or fax copy of the exercise notice on the reverse side of the warrant certificate attached
hereto as Annex A (the “Notice of Exercise”) along with payment to the Company of the Exercise Price.


 


		2.	Exercise of Warrant.



 


(a)         The
purchase rights represented by this Warrant are exercisable by the registered Holder hereof, in whole at any time or in part from
time to time by delivery of the Notice of Exercise duly completed and executed at the office of the Company in New York (or such
other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of
such Holder appearing on the books of the Company), and upon payment of the Exercise Price of the shares thereby purchased (in
the manner provided in Section 2(d) hereof); whereupon the Holder of this Warrant shall be entitled to receive a certificate for
the number of Warrant Shares so purchased; provided that the Company will place on each certificate a legend substantially the
same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. If this Warrant
is exercised in part, the Company will issue to the Holder hereof a new Warrant upon the same terms as this Warrant but for the
balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the
Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business on the date
on which this Warrant shall have been exercised as aforesaid. This Warrant will be surrendered at the time of exercise or if lost,
stolen, misplaced, or destroyed, the Holder will comply with Section 7 below.


 


(b)         Certificates
for Warrant Shares purchased hereunder shall be delivered to the Holder hereof within a reasonable time after the date on which
this Warrant shall have been exercised as aforesaid.


 


(c)          The
Company covenants that all Warrant Shares which may be issued upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented by this Warrant, be fully paid and nonassessable and free from all preemptive rights, taxes,
liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with
such issue which shall be paid by the Company in accordance with Section 4 below).


 



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(d)          In
order to exercise this Warrant with respect to all or any part of the Warrant Shares for which this Warrant is at the time exercisable,
Holder (or any other person or persons exercising this Warrant) must take the following actions:


 


(i)         Execute
and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and
such other information set forth on the form of Notice of Exercise attached hereto as Annex A; and


 


(ii)        Pay
the aggregate Exercise Price for the Warrant Shares in one or more of the following forms:


 


  (A)        Cash,
check, or wire transfer made payable to the Company; or


 


  (B)        A
promissory note payable to the Company, but only to the extent authorized by the Company and applicable provisions of California
law.


 


Should the Company’s common stock be registered under
Section 12 of the Exchange Act at the time the Warrant is exercised, then the Warrant Price may also be paid as follows:


 


  (C)         Notwithstanding
any provisions herein to the contrary, if the fair market value of the Company’s common stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or promissory note,
the Warrantholder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of the Company in which event the Company shall issue
to the Holder a number of Warrant Shares computed using the following formula:


 


X =Y (A-B)


    A


 


		where:	X = the number of shares of common stock to be issued to Holder.



 


Y = the number of shares of common stock purchasable
under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled (at the
date of such calculation).


 


A = the Fair Market Value of one share of
common stock. For purposes of this Section 2(d)(ii)(C), the “Fair Market Value” of one share shall be defined as the
average closing price of the common stock for the ten trading days prior to the date of exercise of this Warrant (the “Average
Closing Price”), as reported by any over-the-counter electronic quotation system; provided, however, that if the common stock
is listed on a national securities exchange, the Fair Market Value shall be the Average Closing Price on such exchange for the
ten trading days prior to the date of exercise of this Warrant. If the common stock is/was not traded during the ten trading days
prior to the date of the exercise, then the closing price for the last publicly traded day shall be deemed to be the closing price
for any and all (if applicable) days during such ten trading day period.


 



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B = the Exercise Price (as adjusted to
the date of such calculation).


 


For purposes of Rule 144 and Section 2(d)(ii)(C)
hereof, it is intended, understood, and acknowledged that the common stock issuable upon exercise of this Warrant in a cashless
exercise transaction shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood,
and acknowledged that the holding period for the common stock issuable upon exercise of this Warrant in a cashless exercise transaction
shall be deemed to have commenced on the date this Warrant was issued.


 


(D)         Through
a special sale and remittance procedure compliant with applicable federal and state securities law pursuant to which the Holder
(or any other person or persons exercising this Warrant) shall concurrently provide irrevocable instructions (a) to a Company-approved
brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable
federal, state and local taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver
the certificates for the purchased Warrant Shares directly to such brokerage firm in order to complete the sale.


 


(e) The Holder shall not be permitted to
exercise any Warrants to the extent that such exercise would cause the Holder to be the beneficial owner of more than 9.95% of
the then outstanding Common Stock, at that given time. This limitation shall not be deemed to prevent the Holder from acquiring
an aggregate of more than 9.95% of the Common Stock, so long as such Holder does not beneficially own more than 9.95% of the Common
Stock, at any given time.


 


		3.	No Fractional Shares.



 


The Company shall not be required to issue
fractional Warrant Shares upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional Warrant
Shares. In the event that a fraction of a Warrant Share would, except for the provisions of this Section 3, be issuable upon the
exercise of this Warrant, the Company shall pay to the Holder exercising this Warrant an amount in cash equal to such fraction
multiplied by the Per Share Market Value of the Warrant Share.


 


For purposes of this Warrant, the Per Share
Market Value shall be determined as follows: As used herein, “Per Share Market Value” means on any particular date
(a) the closing bid price per share of Common Stock on such date on the national securities exchange on which the shares of
Common Stock are then listed or quoted, or if there is no such price on such date, then the average of the closing bid and asked
prices on the national securities exchange on the date nearest preceding such date, (b) if the shares of Common Stock are
not then listed or quoted on a national securities exchange, the average of the closing bid and asked prices for a share of Common
Stock in the over-the-counter market, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting
service, at the close of business on such date, or (c) if the shares of Common Stock are not then publicly traded, the fair
market value of a share of Common Stock as determined by an appraiser selected in good faith by the Company’s Board of Directors.


 



    	4



    	 



    

 


		4.	Charges, Taxes and Expenses.



 


Issuance of certificates for Warrant Shares
upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder of this Warrant, or in such name or names as may be directed by the Holder
of this Warrant; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder of this Warrant, the Company may require, as a condition thereto, that the transferee execute an appropriate
investment representation as may be reasonably required by the Company.


 


		5.	No Rights as Shareholders.



 


This Warrant does not entitle the Holder
hereof to any voting rights or other rights as a Shareholder of the Company prior to the exercise hereof.


 


		6.	Exchange and Registry of Warrant.



 


This Warrant is exchangeable, upon the surrender
hereof by the registered Holder at the above-mentioned office or agency of the Company, for a new Warrant or Warrants aggregating
the total Warrant Shares of the surrendered Warrant of like tenor and dated as of such exchange. The Company shall maintain at
the above-mentioned office or agency a registry showing the name and address of the registered Holder of this Warrant. This Warrant
may be surrendered for exchange, transfer, or exercise, in accordance with its terms, at such office or agency of the Company,
and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.


 


		7.	Loss, Theft, Destruction or Mutilation of Warrant.



 


Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction,
of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor
(but with no additional rights or obligations) and dated as of such cancellation, in lieu of this Warrant.


 



    	5



    	 



    

 


		8.	Saturdays, Sundays, Holidays, etc.



 


If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday,
then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


 


		9.	Cash Distributions.



 


No adjustment on account of cash dividends
or interest on the Company’s Common Stock or Other Securities that may become purchasable hereunder will be made to the Exercise
Price under this Warrant.


 


		10.	Consolidation, Merger or Sale of the Company.



 


If the Company is a party to a consolidation,
merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company’s
obligations under this Warrant. Upon consummation of such transaction, this Warrant shall automatically become exercisable for
the kind and amount of securities, cash, or other assets which the holder of this Warrant would have owned immediately after the
consolidation, merger, or transfer if the holder had exercised this Warrant immediately before the effective date of such transaction.
As a condition to the consummation of such transaction, the Company shall arrange for the person or entity obligated to issue securities
or deliver cash or other assets upon exercise of this Warrant to, concurrently with the consummation of such transaction, assume
the Company’s obligations hereunder by executing an instrument so providing and further providing for adjustments which shall
be as nearly equivalent as may be practical to the adjustments provided for in this Section 10.


 


		11.	Adjustments for Stock Splits, Combinations, etc.



 


The number of shares and class of capital
stock purchasable under this Warrant are subject to adjustment from time to time as set forth in this Section 11.


 


(a)          Adjustment
for change in capital stock. If the Company:


 


(i)           pays
a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;


 


(ii)          subdivides
its outstanding shares of Common Stock into a greater number of shares;


 


(iii)         combines
its outstanding shares of Common Stock into a smaller number of shares;


 



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(iv)         makes
a distribution on its Common Stock in shares of its capital stock other than Common Stock; or


 


(v)          issues
by reclassification of its shares of Common Stock any shares of its capital stock;


 


then the number and classes of shares purchasable upon exercise
of each Warrant in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter exercised
may receive the number and classes of shares of capital stock of the Company which such holder would have owned immediately following
such action if such holder had exercised this Warrant immediately prior to such action.


 


For a dividend or distribution the adjustment
shall become effective immediately after the record date for the dividend or distribution. For a subdivision, combination, or reclassification,
the adjustment shall become effective immediately after the effective date of the subdivision, combination, or reclassification.


 


If after an adjustment the Holder, upon
exercise of a Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the
Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock.
After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock in this Warrant. Notwithstanding the allocation
of the Exercise Price between or among shares of capital stock as provided by this Section 11(a), a Warrant may only be exercised
in full by payment of the entire Exercise Price currently in effect.


 


(b)         The
Company will not, by amendment of its Certificate of Incorporation 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 to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Section 11 and in the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the Holders of this Warrant against impairment.


 


		12.	Certificate as to Adjustments.



 


In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company
for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number
of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number
of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment
and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of this Warrant and any Warrant agent of the Company (appointed pursuant to Section 16 hereof).


 



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		13.	Reservation of Stock Issuable on Exercise of Warrant.



 


The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of this Warrant.


 


		14.	Assignment; Exchange of Warrant.



 


Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”)
with respect to any or all of the shares underlying this Warrant. On the surrender for exchange of this Warrant, together with
evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include,
without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements
of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes)
will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor
and/or the transferee(s) specified (each a “Transferee”), calling in the aggregate on the face or faces thereof for
the number of Warrant Shares called for on the face or faces of this Warrant so surrendered by the Transferor; and provided further,
that upon any such transfer, the Company may require, as a condition thereto, that the Transferee execute an appropriate investment
representation as may be reasonably required by the Company.


 


		15.	Rule 144 Rights.



 


The Company will provide any and all legal
opinions required for the removal of the restrictive legend from this Warrant certificate and any stock certificate(s) issued upon
exercise of this Warrant under Rule 144, at the Company’s expense. The Company shall process any request for removal of the
restrictive legend within ten business days. If the Company fails to process any legal request for removal of restrictive legends
for more than ten business days after receipt of a written request to do so, the Company shall pay the Holder or stockholder, as
applicable, a penalty of 1% per day of the value of the securities whose legends were requested to be removed.


 


		16.	Warrant Agent.



 


The Company may, by written notice to each
Holder of a Warrant, appoint an agent for the purpose of issuing Warrant Shares (or Other Securities) on the exercise of this Warrant
pursuant to Section 2, exchanging this Warrant pursuant to Section 14, and replacing this Warrant pursuant to Section 7, or any
of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by
such agent.


 



    	8



    	 



    

 


		17.	Notices, etc.



 


Any notice pursuant to this Warrant by the
Company or by a Holder or a holder of Warrant Shares shall be in writing and shall be deemed to have been duly given if delivered
personally, or if sent by overnight courier, or if mailed by certified mail, postage prepaid, or transmitted by facsimile or email,
to the parties at the addresses or facsimile numbers or email addresses set forth below.


 


17.1         Holder
Address. If to the Holder or the holder of Warrant Shares, addressed to it at the address, facsimile number or email address
set forth below Holder’s signature on the ______________, as it may be amended by the Holder or the holder of Warrant Shares
from time to time by written notice to the Company.


 


17.2         Company
Address. If to the Company addressed to it at 108-18 Queens Blvd., Suite 901, Forest Hills, NY 11375. Fax: 718 793-4034. Email:
richard@nativeamericanenergy.com. 


 


All such notices and other communications
will (i) if delivered personally to the address as provided in this Section 17, be deemed given upon delivery, (ii) if delivered
by facsimile transmission to the facsimile number as provided in this Section 17, be deemed given upon receipt, (iii) if delivered
by email to the email address as provided in this Section 17, be deemed given upon receipt, and (iv) if delivered by mail in the
manner described above to the address as provided in this Section 17, be deemed given upon receipt (in each case regardless of
whether such notice is received by any other person to whom a copy of such notice, request or other communication is to be delivered
pursuant to this Section 17). Any party from time to time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the other party hereto.


 


		18.	Notices of Record Date.



 


In case,


 


(a)         The
Company takes a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares
of stock of any class or to receive a dividend, distribution or any other rights;


 


(b)         There
is any capital reorganization of the Company, reclassification of the capital stock of the Company (other than a subdivision or
combination of its outstanding shares of Common Stock), or consolidation or merger of the Company with or into another corporation
which does not constitute a sale of the Company; or


 


(c)         There
is a voluntary or involuntary dissolution, liquidation, or winding up of the Company;


 



    	9



    	 



    

 


then, and in any such case, the Company shall cause to be sent
to the Holder by at least two of the methods set forth in Section 17 above, at least 20 business days prior to the date hereinafter
specified, a notice stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights,
or (ii) such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, dissolution,
liquidation or winding up.


 


		19.	Amendments and Supplements.



 


(a)         The
Company may from time to time supplement or amend this Warrant without the approval of any Holders in order to cure any ambiguity
or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or
to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or
desirable and which shall not materially adversely affect the interest of the Holder. All other supplements or amendments to this
Warrant must be signed by the party against whom such supplement or amendment is to be enforced.


 


(b)         Notwithstanding
Section 19(a), the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the Company.


 


		20.	Investment Intent.



 


Holder represents and warrants to the Company
that Holder is acquiring this Warrant for investment and with no present intention of distributing or reselling any of this Warrant.


 


		21.	Certificates to Bear Language.



 


This Warrant and the Warrant Shares issuable
upon exercise thereof shall bear the following legend by which Holder shall be bound:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.”


 


Certificates for Warrants or Warrant Shares
without such legend shall be issued if such Warrants or Warrant Shares are sold pursuant to an effective registration statement
under the Act, or if the Company has received an opinion from counsel reasonably satisfactory to counsel for the Company, that
such legend is no longer required under the Act.


 



    	10



    	 



    

 


		22.	Miscellaneous.



 


(a)      This Warrant shall be governed by
and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. The Company
and the Holder hereby submit to the exclusive jurisdiction of the Federal and New York State Courts sitting in the City of New
York, State of New York for the resolution of all legal disputes arising under the terms of this Warrant. The Company and the Holder
agree to waive trial by jury.


 


(b)       If any action or proceeding is brought
by the Company on the one hand or by the Holder on the other hand to enforce or continue any provision of this Warrant, the prevailing
party’s costs and expenses, including its reasonable attorney’s fees, in connection with such action or proceeding
shall be paid by the other party.


 


(c)        In the event that any provision
of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of this Warrant.


 


(d)       The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


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


 


	 	THE COMPANY:
	 	NATIVE AMERICAN ENERGY GROUP, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	BY: Raj Nanvaan
	 	ITS: CFO & COO
	 	 
	 	HOLDER:
	 	 
	 	 
	 	BY:
	 	ITS:


 



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ANNEX A


	NUMBER ______________	 	WARRANT
	 	 	Warrant to Purchase ____________
	 	 	Shares
	 	 	of Common Stock
	 	NATIVE AMERICAN ENERGY GROUP, INC.	see reverse for
	 	COMMON STOCK PURCHASE WARRANT	certain definitions


Will be void if not exercised prior to 5:00
P.M. (Eastern time) on the Expiration Date (defined below)


 


This Certifies that


 


for Value Received, ____________________________________________________,
the registered holder or assigns (“Holder”),


 


is entitled to purchase from Native American
Energy Group, Inc, a Delaware corporation (the “Company”) at any time after 9:00 A.M. (Eastern time) on or after the
date hereof at the purchase price per share of $_____ (the “Warrant Price”), the number of shares of Common Stock of
the Company set forth above (the “Shares”). The number of shares purchasable upon exercise of each warrant evidenced
hereby and the Warrant Price per Share shall be subject to adjustment from time to time as set forth in the Warrant Agreement executed
by the Company and the holder hereof (the “Warrant Agreement”). The Warrants expire at 5:00 P.M. (Eastern time) on
______________ (the “Expiration Date”). Holders will not have any rights or privileges of shareholders of the Company
prior to exercise of the Warrants except as set forth in the Warrant Agreement. Holders of the Warrants evidenced hereby and the
shares of Common Stock issuable upon exercise hereof have certain Rule 144 rights which are set forth in the Warrant Agreement.
The Warrants evidenced hereby may be exercised in whole or in part by presentation of this Warrant certificate with the Purchase
Form on the revise side hereof fully executed and simultaneous payment of the Warrant Price (subject to adjustment) at the principal
office of the Company. Payment of such price shall be made in a manner specified in Section 2(d) of the Warrant Agreement. Upon
any partial exercise of the Warrant evidenced hereby, there shall be countersigned and issued to the Holder a new Warrant Certificate
in respect of the Shares as to which the Warrants evidenced hereby shall not have been exercised. This Warrant Certificate may
be exchanged at the office of the Company by surrender of this Warrant Certificate properly endorsed with a signature guarantee
either separately or in combination with one or more other Warrants for one or more new Warrants to purchase the same aggregate
number of Shares as evidenced by the Warrant or Warrants exchanged. No fractional Shares will be issued upon the exercise of rights
to purchase hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. The
Holder hereof may be treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof
for all purposes and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding,
and until such transfer is on such books, the Company may treat the Holder as the owner for all purposes.


 


Dated: __________


NATIVE AMERICAN ENERGY GROUP, INC.


 


	Secretary	President


 


SEE LEGEND ON REVERSE


 



    	 



    	 



    

 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECAED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSE, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY
TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.


 


NOTICE OF EXERCISE


 


The undersigned hereby elects irrevocably
to exercise the within Warrant to purchase shares of Common Stock of Native American Energy Group, Inc. and hereby:


 


		 ̈	Tenders herewith payment of the Exercise Price in the form of cash or check in the amount of $____________
for _________ shares of Common Stock.



 


		 ̈	Elects the cashless exercise option pursuant to Section 2(a)(ii) of the Warrant, and accordingly
requests delivery of _________ shares of Common Stock, net, pursuant to the following calculation:



 


X = Y (A-B)/A


(         )
= (_____) [(_____) - (_____)]/(_____)


Where:


X =       The
number of shares of Common Stock to be issued to the Holder pursuant to this cashless exercise;


Y =       The
number of shares of Common Stock in respect of which the net issue election is made;


A =       The
Fair Market Value of one share of Common Stock, as calculated per the terms of the Warrant; and


B =       The
Exercise Price (as adjusted to the Date of Exercise).


 


INSTRUCTIONS FOR ISSUANCE OF SHARES


 


	Name (print)	 
	 	 
	Address (print)	 


 


ASSIGNMENT


 


FOR VALUE RECEIVED,                         
does hereby sell, assign, and transfer unto                               ,
the right to purchase              shares of Common Stock of
Native American Energy Group, Inc., evidenced by the within Warrant, and does hereby irrevocably constitute and appoint                         
attorney to transfer such right on the books of Native American Energy Group, Inc., with full power of substitution on the
premises.


 


Dated:                   ,
20___


 


	 	Signature:	 


 


Notice: The signature of Election of Purchase or Assignment
must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement
or any change whatsoever.