Exhibit 10.2


 


NEITHER THIS WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED OR
QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
SECURITIES LAWS.  NEITHER THIS WARRANT
NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OF THE SECURITIES UNDER
SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR RECEIPT BY THE COMPANY OF
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
SALE OR TRANSFER OF SUCH SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE ACT
AND ANY OTHER APPLICABLE SECURITIES LAWS.


 


                          
               ,
2009


 


THIS CERTIFIES that, for value received,
[                          ]
(together with its successors and assigns, the “Holder”) is entitled,
subject to the terms and conditions set forth below, to subscribe for and
purchase
[                  ]
fully paid and non-assessable Common Shares (as defined below) of Black Raven
Energy, Inc., a Nevada corporation (together with its successors and
assigns, the “Company”), subject to adjustment in accordance with Section 2.7,
at a purchase price per Common Share equal to $2.50 per share (the “Exercise
Price”).


 


This warrant (this “Warrant”) expires at 5:00 p.m., Denver,
Colorado time, on the Expiration Date (as defined below).


 


ARTICLE I

DEFINITIONS


 


1.1           Definitions.  As used herein, the following terms shall
have the meanings set forth below:


 


“Commission” shall mean the U.S. Securities and Exchange
Commission or any other United States Federal agency administering the
Securities Act and/or the Exchange Act at the time.


 


“Common Shares” shall mean and include the shares of common
stock of the Company, par value $0.001 per share, or  any such other securities (equity or debt) into which or for
which such shares are converted, substituted or exchanged.


 


“Company” shall have the meaning set forth in the introduction
hereto.


 


“Exchange Act”  shall
mean the Securities Exchange Act of 1934, as amended, or any successor Federal
statute, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect from time to time.


 


“Exercise Date” shall have the meaning set forth in Section 2.1.


 

















 


“Exercise Price” shall have the meaning set forth in the
preamble hereto, as may be adjusted from time to time.


 


“Expiration Date” shall mean December 31, 2013.


 


“Holder” shall have the meaning set forth in the preamble
hereto.


 


“Securities Act” shall mean the United States Securities Act of
1933, as amended, or any successor United States Federal statute, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect from time to time.


 


“Warrant” shall have the meaning set forth in the introduction
hereto.


 


“Warrant Office” shall have the meaning set forth in Section 3.1.


 


“Warrant Shares” shall mean the Common Shares into which this
Warrant may be exercised.


 


1.2           Accounting Terms
and Determinations.  Except as
otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Holder hereunder shall be
prepared, in accordance with accounting principles generally accepted in the
United States (“GAAP”).  All
calculations made for the purposes of determining compliance with the terms of
this Warrant shall (except as otherwise expressly provided herein) be made by
application of GAAP.


 


1.3           Rules of
Construction.  The title of and the
section and paragraph headings in this Warrant are for convenience of reference
only and shall not govern or affect the interpretation of any of the terms or
provisions of this Warrant.  The use
herein of the masculine, feminine or neuter forms shall also denote the other
forms, as in each case the context may require. 
Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates.  The
language used in this Warrant has been chosen by the parties to express their
mutual intent, and no rule of strict construction shall be applied against
any party.  In the case of this Warrant, (a) the
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references
are to this Warrant unless otherwise specified; (c) the term “including”
is not limiting and means “including but not limited to”; (d) in the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” the words “to” and “until” each mean
“to but excluding,” and the word “through” means “to and including”; (e) unless
otherwise expressly provided in this Warrant, (i) references to agreements
and other contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto, but only to the extent such
amendments and other modifications are not prohibited by the terms of the
Warrant, and (ii) references to any statute or regulation shall be
construed as including all statutory and regulatory provisions amending,
replacing, supplementing or interpreting such statute or regulation; and (f) this
Warrant may use several different limitations, tests or measurements to
regulate the same or similar matters, all of which are cumulative and each
shall be performed in accordance with its terms.


 


2

















 


ARTICLE II

EXERCISE OF WARRANTS


 


2.1           Method of
Exercise.


 


(a)           This Warrant may be
exercised in whole or in part by the Holder hereof at any time, and from time
to time, before 5:00 p.m., Mountain time, on the Expiration Date.  To exercise this Warrant, the Holder hereof
shall deliver to the Company, at the Warrant Office designated herein, (i) a
written notice in the form of the Subscription Notice attached as Exhibit A
hereto, stating therein the election of such Holder to exercise this Warrant in
the manner provided in the Subscription Notice, (ii) payment in full of
the Exercise Price as provided in Section 2.1(b), and (iii) this
Warrant.  This Warrant shall be deemed to
be exercised on the date of receipt by the Company of the Subscription Notice,
accompanied by payment for the Warrant Shares and surrender of this Warrant,
and such date is referred to herein as the “Exercise Date.”  If the Holder exercises this Warrant as set
forth herein, then the Company shall, as promptly as practicable and in any
event within 30 days after the Exercise Date, issue and deliver, or cause to be
issued and delivered, to such Holder a certificate or certificates for the full
number of Warrant Shares set forth in the Subscription Agreement.  As permitted by applicable law, the Person in
whose name the certificates for Common Shares are to be issued shall be deemed
to have become a holder of record of such Common Shares on the Exercise Date
and shall be entitled to all of the benefits of such holder on the Exercise
Date, including the right to receive dividends and other distributions for
which the record date falls on or after the Exercise Date and to exercise
voting rights.


 


(b)           At the discretion of
the Holder, the Holder shall pay the Exercise Price for all Warrant Shares
purchased hereunder in full in cash or by certified check or wire transfer of
immediately available funds.


 


2.2           Warrant Shares.  The maximum number of Common Shares that
Holder is entitled to purchase hereunder shall be
                        
shares, as may be adjusted, on the terms and conditions set forth herein.


 


2.3           Expenses and
Taxes.  The Company shall pay all
expenses and taxes (including all documentary, stamp, transfer or other
transactional taxes) attributable to the preparation, issuance or delivery of
this Warrant and of the Common Shares issuable upon exercise of this Warrant,
other than income taxes.


 


2.4           Reservation of
Common Shares.  So long as this
Warrant remains outstanding, the Company shall reserve, free from preemptive or
similar rights, out of its authorized but unissued Common Shares, and solely
for the purpose of effecting the exercise of this Warrant, a sufficient number
of Common Shares to provide for the exercise of this Warrant.


 


2.5           Valid Issuance.  All Common Shares issued upon exercise of
this Warrant will, upon payment of the Exercise Price and issuance by the
Company, be duly authorized, validly and legally issued, fully paid and
nonassessable and free and clear of all taxes, liens, security interests,
charges and other encumbrances or restrictions with respect to the issuance thereof
and, without limiting the


 


3

















 


generality of
the foregoing, the Company shall take all actions necessary to ensure such
result and shall not take any action which will cause a contrary result.


 


2.6           Acknowledgment of
Rights.  At the time of the exercise
of this Warrant in accordance with the terms hereof and upon the written
request of the Holder hereof, the Company will acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant; provided, however, that if the Holder hereof shall
fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to such Holder any such rights.


 


2.7           Adjustment of
Number of Shares.  The Exercise Price
and the number of Common Shares purchasable hereunder are subject to adjustment
from time to time as follows:


 


(a)           Conversion or
Redemption of Common Shares.  Should
all of the Common Shares be at any time prior to the Expiration Date redeemed,
exchanged, substituted or converted into shares or any other security of the
Company, then this Warrant shall become immediately exercisable prior to such
event for that number of Common Shares equal to the number of Common Shares
that would have been received if this Warrant had been exercised in full and
the Common Shares received thereupon had been simultaneously converted
immediately prior to such event, and the Exercise Price shall immediately be
adjusted to equal the quotient obtained by dividing (i) the aggregate
Exercise Price of the maximum number of shares of Common Shares for which this
Warrant was exercisable immediately prior to such conversion, exchange,
substitution or redemption, by (ii) the number of shares of Common Shares
for which this Warrant is exercisable immediately after such conversion,
exchange, substitution or redemption.


 


(b)           Reclassification.  If the Company, at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this
Warrant immediately prior to such reclassification or other change and the
Exercise Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 2.7.  No adjustment shall be made pursuant to this Section 2.7(b),
upon any conversion, exchange, substitution or redemption of the Common Shares
that is the subject of Section 2.7(a).


 


(c)           Split,
Subdivision or Combination of Shares; Stock Dividend.  If the Company at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired shall split,
subdivide or consolidate the securities as to which purchase rights under this
Warrant exist, into a different number of securities of the same class, or if
the Company shall declare a dividend to be paid in the securities as to which
purchase rights under this Warrant exist, the Exercise Price for such
securities shall be proportionately decreased in the case of a split,
subdivision or stock dividend or proportionately increased in the case of a
combination.


 


4

















 


(d)           Certificate as to
Adjustments.  Upon the occurrence of
each adjustment or readjustment pursuant to this Section 2.7, the
Company at its expense shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.  The Company shall, upon the written request,
at any time, of any such Holder, furnish or cause to be furnished to such
Holder a like certificate setting forth: (i) such adjustments 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 that at the time
would be received upon the exercise of the Warrant.


 


(e)           Consolidation,
Merger, or Sale of Assets.  In the
event the Company (i) consolidates with or merges into any other entity
and is not the continuing or surviving entity of such consolidation or merger,
or (ii) transfers all or substantially all of its properties and assets to
any other entity, and the Holder does not exercise this Warrant prior to the
consummation of such event, then this Warrant shall terminate and be of no
further force and effect. Upon entering into an agreement (i) to
consolidate with or merge into any other entity in which the Company is not the
continuing or surviving entity or (ii) to transfer all or substantially
all of the properties and assets of the Company to any other entity, the Company
shall provide written notice to Holder at least 10 business days prior to the
closing of the transaction informing Holder of such pending transaction and
providing Holder the opportunity to exercise this Warrant prior to the closing
of such transaction or the termination date set forth in the written notice.


 


(f)            Distributions of
Other Securities or Property; Special Dividends; Warrant Dividends; Spin-Offs;
Rights Offerings, Etc.  Except as
otherwise provided for in this Warrant, prior to exercising this Warrant,
Holder will have no right to participate in any dividend of securities, any
distributions of property, any special dividend, any warrant dividend, any
spin-off, any rights offering or any other form of restructuring or
distribution. If while this Warrant remains outstanding and unexpired, the
holders of the securities as to which purchase rights under this Warrant exist
at the time shall become entitled to receive, without payment therefor, other
securities or property (other than cash) of the Company by way of dividend,
other special dividend, warrant dividend, spin-off, rights offering or other
form or restructuring or distribution, then the Company shall provide written
notice to Holder at least 10 business days prior to the record date for any
such dividend, distribution, spin-off, rights offering or other restructuring
or distribution informing Holder of the intention of the Company to make such
dividend, distribution, spin-off, rights offering or other form of
restructuring or distribution in order to provide Holder the opportunity to
exercise this Warrant prior to such record date.


 


(g)           No Impairment.  The Company will not, by any 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 2.7
and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the Holder of this Warrant against impairment.


 


5

















 


2.8           No Fractional
Common Shares.  The Company shall not
be required to issue any fractional Common Share on the exercise of this
Warrant.  The number of full Common Shares
which shall be issuable upon such exercise shall be computed on the basis of
the aggregate number of whole Common Shares purchasable on exercise of this
Warrant so presented.  If any fraction of
a Common Shares would, except for the provisions of this Section 2.8,
be issuable on the exercise of this Warrant, the Company shall round up the
total number of Common Shares purchasable hereunder to the next whole Common
Share.


 


ARTICLE III

TRANSFER


 


3.1           Warrant Office.  The Company shall maintain an office for
certain purposes specified herein (the “Warrant Office”), which office
shall be the Company’s principal executive offices, and may subsequently be
such other office of the Company or of any transfer agent of the Common Shares
as to which written notice has previously been given to the Holder.  The Company shall maintain, at the Warrant
Office, a register for this Warrant in which the Company shall record (a) the
name and address of the Person in whose name this Warrant has been issued (as
well as the name and address of each permitted assignee of the rights of the
registered owner hereof) and (b) the number of Warrant Shares issuable
upon the exercise or exchange hereof.


 


3.2           Ownership of
Warrant.  The Company may deem and
treat the Person in whose name this Warrant is registered as the Holder and
owner hereof until provided with written notice to the contrary.


 


3.3           Restrictions on
Transfer of Warrant.


 


(a)           The Warrant and the
Warrant Shares are not transferable directly or indirectly, in whole or in part,
except in the case of any transfer that is in compliance with applicable U.S.
federal and state securities laws, including the Securities Act.  Any transfers of the Warrant will be without
charge to the Holder except that any securities transfer taxes due on transfer
of the Warrant will be paid by Holder. 
Restrictive legends setting forth the above restrictions on transfer
will be set forth on any Warrant Shares issued on exercise of the Warrant.


 


(b)           Subject to Section 3.3(a),
the Holder may assign, convey or transfer this Warrant and any rights hereunder
without the prior written consent of the Company to any person that directly,
or indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with the Holder or the parent of the Holder, or a
successor in interest to the Holder which acquires the voting control of the
Holder or all or substantially all of the Holder’s assets.  The rights and obligations of the Company and
the Holder under this Warrant shall be binding upon and benefit their
respective permitted successors, assigns, heirs, administrators and
transferees.


 


6

















 


ARTICLE IV

MISCELLANEOUS


 


4.1           Entire Agreement.  This Warrant contains the entire agreement
between the Holder hereof and the Company with respect to the Warrant Shares
purchasable upon exercise hereof and the related transactions and supersede all
prior arrangements or understandings with respect thereto.


 


4.2           Governing Law.  This Warrant shall be a contract made under
and governed by the internal laws of the State of Nevada applicable to
contracts made and to be performed entirely within such state, without regard
to conflict of law principles.


 


4.3           Waiver and
Amendment.  Any term or provision of
this Warrant may be waived at any time by the party which is entitled to the
benefits thereof.  Any term or provision
of this Warrant may be amended or supplemented at any time by agreement of the
Holder hereof and the Company.  Any
waiver of any term or condition, or any amendment or supplementation, of this
Warrant must be in writing.  A waiver of
any breach or failure to enforce any of the terms or conditions of this Warrant
will not in any way affect, limit or waive a party’s rights hereunder at any
time to enforce strict compliance thereafter with every term or condition of
this Warrant.


 


4.4           Severability.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant will not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.


 


4.5           Copy of Warrants.  A copy of this Warrant shall be filed among
the records of the Company.


 


4.6           Notice.  Any notice or other document required or
permitted to be given or delivered to the Holder hereof shall be in writing and
delivered at, or sent by certified or registered mail or by facsimile to such
Holder at, the last address shown on the books of the Company maintained at the
Warrant Office for the registration of this Warrant or at any more recent
address of which the Holder hereof shall have notified the Company in
writing.  Any notice or other document
required or permitted to be given or delivered to the Company, other than such
notice or documents required to be delivered to the Warrant Office, shall be
delivered at, or sent by certified or registered mail or by facsimile to, the
Warrant Office.


 


4.7           Limitation of
Liability; Rights as a Shareholder. 
No provision hereof, in the absence of affirmative action by the Holder
hereof to purchase Common Shares, and no mere enumeration herein of the rights
or privileges of the Holder hereof, shall give rise to any liability of such
Holder for the purchase price of any Common Shares or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.  Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right to vote
or consent to or to receive notice as a shareholder of the Company, in respect
of any matters whatsoever.


 


7

















 


4.8           Exchange, Loss,
Destruction, etc. of Warrant.  Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
mutilation or destruction of this Warrant, and in the case of any such loss,
theft or destruction upon delivery of an appropriate affidavit in such form as
shall be reasonably satisfactory to the Company and include reasonable
indemnification of the Company, or in the event of such mutilation upon
surrender and cancellation of this Warrant, the Company will make and deliver a
new Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant.  Any Warrant issued under the
provisions of this Section 4.8 in lieu of any Warrant alleged to be
lost, destroyed or stolen, or in lieu of any mutilated Warrant, shall
constitute an original contractual obligation on the part of the Company.  This Warrant shall be promptly canceled by
the Company upon the surrender hereof in connection with any exchange or
replacement.  The Company shall pay all
taxes (other than securities transfer taxes or income taxes) and all other
expenses and charges payable in connection with the preparation, execution and
delivery of Warrants pursuant to this Section.


 


[THE REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 


8

















 


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name.


 


Dated:  
                 
        , 2009.


 


 


	
   

  	
  BLACK RAVEN ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


SIGNATURE PAGE TO THE WARRANT


 

















 


Date:
                              ,                  


 


Black Raven Energy, Inc.


1875 Lawrence Street, Suite 450


Denver, Colorado 80202


Attention: 
President


 


Ladies and Gentlemen:


 


o                                    The
undersigned (the “Purchaser”) hereby elects to exercise this Warrant
issued to it by Black Raven Energy, Inc. (the “Company”) and dated
as of
[              
      ], 2009 (the “Warrant”) and to
purchase thereunder
[                          ]
shares of Common Stock of the Company (the “Common Shares”) at a
purchase price of $2.50 per Share, or an aggregate purchase price of
$[                    ]
(the “Purchase Price”).


 


o                                    The
Purchaser hereby elects to convert the value of the Warrant pursuant to the
provisions of Section 2.1 of the Warrant through the following
methodology:


 


o                                    Cash


 


o                                    Certified
Check


 


o                                    Wire
Transfer


 


In connection with the exercise of the Warrant, the Purchaser hereby
represents, warrants, covenants and agrees as follows:


 


(a)           Accredited
Investor.  The Purchaser is an “accredited
investor” within the meaning of Rule 501 of Regulation D under the
Securities Act of 1933, as amended (together with the rules and
regulations promulgated by the Securities and Exchange Commission thereunder,
the “Securities Act”).


 


(a)           Investment
Experience.  The Purchaser has
sufficient knowledge and experience in business, financial and investment
matters so as to be able to evaluate the risks and merits of its investment in
the Company and it is able financially to bear the risks thereof.


 


(b)           Company
Information; No General Solicitation. 
The Purchaser had access to such information regarding the Company and
its affairs as is necessary to enable it to evaluate the merits and risks of an
investment in restricted securities of the Company and has had a reasonable
opportunity to ask questions and receive answers and documents concerning the
Company and its current and proposed operations, financial condition, business,
business plans and prospects.  The Purchaser
has not been offered any of the Common Shares by any means of general
solicitation or advertising.


 

















 


(c)           Acquisition
for Own Account.  The Warrant Shares
being issued to and acquired by the Purchaser are being acquired by it for its
own account for the purpose of investment and not with a view to, or for resale
in connection with, any distribution thereof. 
The Purchaser understands that it must bear the economic risk of such
investment indefinitely, and hold the Common Shares indefinitely, unless a
subsequent disposition of the Warrant Shares is registered pursuant to the
Securities Act, or an exemption from such registration is available, and that
the Company has no present intention of registering the Warrant Shares. The
Purchaser further understands that there is no assurance that any exemption
from the Securities Act will be available or, if available, that such exemption
will allow it to dispose of or otherwise transfer any or all of the Warrant
Shares under the circumstances, in the amounts or at the times the Purchaser
might propose.


 


(d)           Restricted
Securities.


 


(i)            The Purchaser
understands and acknowledges that none of the offer, issuance or sale of the
Common Shares has been registered under the Securities Act in reliance on an
exemption from the registration requirements of the Securities Act.


 


(ii)           The Purchaser
understands and acknowledges that the Common Shares may be subject to
additional restrictions on transfer under state and/or federal securities laws.


 


Pursuant to
the terms of the Warrant, the undersigned has delivered the Purchase Price
herewith in full in cash, by certified check or wire transfer or by delivery of
the Warrant pursuant to the provisions thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: