EOS PETRO EMPLOYMENT AGREEMENT


 


This Agreement is entered
into as of June 23, 2013 (“Effective Date”), between Eos Petro, Inc. (“Company”) and Martin Oring (“CEO”).


 


In consideration of the
covenants and obligations in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged and accepted, Company and CEO (each, a “Party” and collectively, the “Parties”) agree
as follows:


 


1.           At-Will
Employment. Employment with Company is at-will and may be terminated by Company or CEO at any time, with or without cause or
advance notice. Nothing in this Agreement is intended: (1) as a guarantee of employment; (2) to impact CEO’s ability to bargain
collectively and engage in concerted activities regarding the terms and conditions of his employment as permitted under the National
Labor Relations Act; or (3) to impact any agreement between the Company and CEO to obtain the CEO’s services as a director
of the Company or the Company’s subsidiaries, which shall be separate and distinct from this Agreement.


 


2.           Duties.
As Chief Executive Officer of the Company, CEO will have such duties, responsibilities and authorities as are consistent with such
position and other related duties identified by the Board of Directors of the Company (the “Board”). CEO agrees to
use his best efforts to provide the aforementioned duties and/or services to the Company and to devote the time necessary to faithfully
perform such duties and/or services. So long as any outside activities do not create a conflict, interfere or violate CEO’s
obligations under this Agreement, CEO may be employed by another company and engage in any other business activity, including,
but not limited to, business activities directly related to the oil and gas industry. CEO shall report solely to the Board, and
shall be subject to the Company’s policies, procedures and approval practices which are generally in effect for officers
of the Company.


 


3.           Salary.
In consideration of CEO’s performance of his duties, the Company will issue to CEO a warrant to purchase 600,000 restricted
shares of common stock of the company (the “Warrant”), on the following terms and conditions:


 


3.1.        Form
of Warrant. On the Effective Date, CEO shall receive a fully executed Warrant, which will be set forth on the form attached
hereto as Exhibit A and registered on behalf of CEO in the name of Wealth Preservation, LLC. As is more fully stated
in the terms and conditions set forth in Exhibit A, commencing on July 31, 2013, and on the last day of each month
thereafter that this Agreement remains in effect, 50,000 shares in the Warrant will vest and become exercisable at an exercise
price of $2.50 per share. The Warrant shall expire on July 31, 2018.


 


3.2.       
No Registration. CEO acknowledges that he is fully informed that the shares underlying the Warrant are not being registered
under the federal securities laws or the securities or blue sky laws of any state or foreign jurisdiction; that such shares must
be held indefinitely unless subsequently registered under any applicable federal or state securities laws, or unless an exemption
from registration is available thereunder; and that the Company has no obligation to register any shares underlying the Warrant.


 




    	 



    	 



    

 


3.3.        Restrictive
Legend. CEO understands and agrees that the certificate(s) for shares issued to CEO upon the exercise of the Warrant shall
bear substantially the following legend until (a) such shares shall have been registered under the Securities Act of 1933, as amended
(the “Securities Act”) pursuant to a registration statement that has been declared effective; or (b) in the opinion
of counsel reasonably acceptable to the Company, such shares may be sold without registration under the Securities Act as well
as any applicable “Blue Sky” or state securities laws:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER
SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES
AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
SUCH REGISTRATION IS NOT REQUIRED.”


 


3.4.        Tax
Advice. The CEO and his advisors, if any, have been afforded the opportunity to ask questions of the Company, and the CEO has
sought such accounting, legal and tax advice as he has considered necessary to make an informed decision with respect to his acquisition
of the Warrant. The CEO understands that he (and not the Company) shall be responsible for his own tax liabilities that may arise
as a result of receiving the Warrant.


 


4.           Expenses.
The Company shall promptly reimburse CEO for all reasonable travel and business expenses that CEO incurs in connection with his
employment, provided CEO incurs and accounts for those expenses in accordance with the policies and procedures established by the
Company. Travel expenses shall include but not be limited to business class airfare, airport shuttles and taxis, gasoline, rental
cars and hotel accommodation.


 


5.           Confidential
Information.


 


5.1.        Definitions:


 


5.1.1.      “Confidential
Information” means any information of or relating to the Company that CEO learns or develops during the course of employment
with Company that (1) is not generally known to the public, and (2) has commercial value in Company’s business. Such information
includes, but is not limited to, Inventions (as defined below), ideas, designs, strategies, forecasts, sales, process and engineering
information, information about new or future products or services, Company’s marketing plans and goals, unpublished financial
information, lists of Company’s prospects, information about customer or prospect purchases and preferences, information
about employees and lists of Company’s employees, information regarding research and development, consulting processes, management
systems, computer software, code and programs, means of accessing Company’s computer systems or networks, algorithms, hardware
configurations and any other confidential information which provides Company with a competitive advantage. Confidential Information
also includes information of third parties regarding which Company has accepted obligations of confidentiality.


 




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5.1.2.      “Trade
Secret” means information, including, but not limited to, a formula, pattern, compilation, program, device, method, technique
or process, which both: (a) derives independent economic value, actual or potential, from not being generally known to or readily
ascertainable by people who can obtain economic value from its disclosure or use; and (b) is the subject of Company’s efforts
to maintain its secrecy that are reasonable under the circumstances.


 


5.1.3.      “Inventions”
means all discoveries, developments, designs, improvements, ideas, inventions, trade secrets, formulas, processes, techniques,
computer programs, know-how and data, made or conceived or reduced to practice, whether or not patentable or registerable under
copyright or similar statutes, and whether or not shown or described in writing or reduced to practice.


 


5.1.4.      “Person”
shall mean any individual, company, corporation, partnership, joint venture, limited liability company, limited liability partnership,
association or other entity or arrangement under which business may be conducted or contracts may be entered into.


 


5.2.        Nondisclosure.
Both during the CEO’s employment with the Company and thereafter:


 


5.2.1.      CEO
agrees to maintain in confidence any Confidential Information or Trade Secrets unless or until: (a) it shall have been made public
by an act or omission of a party other than himself of herself; or (b) CEO receives such Confidential Information or Trade Secrets
from an unrelated third party on a nonconfidential basis.


 


5.2.2.      CEO
further agrees to use all reasonable precautions to ensure that all Confidential Information and Trade Secrets are properly protected
and kept from unauthorized persons or disclosure.


 


5.2.3.      Upon
termination of CEO’s employment with the Company, and if requested by Company at any other time, CEO shall promptly return
to Company, and delete from any personal computer or other device, all materials, writings, equipment, models, mechanisms, and
the like obtained from or through Company including, but not limited to, all Confidential Information and Trade Secrets, all of
which CEO acknowledges and agrees is the sole and exclusive property of Company.


 


5.2.4.      CEO
agrees that he will not, without first obtaining the prior written permission of the Board: (a) directly or indirectly utilize
any Confidential Information or Trade Secrets in his or her own business or for the benefit of any person or entity other than
the Company; (b) develop, manufacture, license, and/or sell any product that is based in whole or in part on Confidential Information
or Trade Secrets; or (c) disclose such Confidential Information or Trade Secrets to any person or entity other than the Company.


 


5.2.5.      CEO
agrees to keep secret and not disclose to Company any confidential information or trade secrets of any former employer or other
Person possessed by CEO as long as such information remains confidential or secret.


 


5.2.6.      If
CEO loses or makes unauthorized disclosure of any of the Confidential Information or Trade Secret, the CEO will immediately notify
the Company and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.


 




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5.2.7.      If
CEO is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information or any Trade
Secret, CEO will give the Board prompt written notice of the request for information to permit the Company to seek an appropriate
remedy or to waive the CEO's compliance with the provisions of this Agreement in regard to the request.


 


6.           Work.


 


6.1.        Any
work, Inventions, improvements or ideas and the tangible embodiments of same made or conceived by CEO in connection with and during
the period of CEO’s employment (collectively, the “Work”), shall be the sole and exclusive property of Company.


 


6.2.        In
the event it is established that any such Work does not qualify as a “Work Made for Hire” as that phrase in defined
by the U.S. Copyright laws, CEO agrees to and does hereby assign to Company all of CEO’s right, title and interest in and
to such Work including, but not limited to, all patents, copyrights, trademarks and other proprietary rights relating thereto,
and all extensions and renewals thereof.


 


6.3.        The
CEO recognizes that this Agreement does not require assignment of any invention that qualifies for protection under Section 2870
of the California Labor Code or other similar state provisions.1


 


6.4.        Both
during the term of CEO’s employment and thereafter, CEO shall at Company’s expense fully cooperate with Company in
the protection and enforcement of any intellectual property rights that may derive as a result of the work performed by CEO during
the course of CEO’s employment. This shall include executing, acknowledging, and delivering to Company all documents or papers
that may be necessary to enable Company to publish or protect said inventions, improvements, and ideas.


 


6.5.        To
the extent that CEO has made or created Inventions, CEO represents and warrants that the items listed on a separate sheet attached
to this Agreement and made a part of it is a complete list of all Inventions, as defined in this Agreement, made or created by
CEO prior to CEO’s employment by Company, and which CEO wishes to exclude from this Agreement.


 


7.           Termination
of Agreement.


 


7.1.        This
Agreement will terminate upon the termination CEO’s employment with Company. Upon the termination of the CEO’s employment,
CEO will be reimbursed for any unreimbursed business and travel expenses properly incurred by the CEO prior to the date of CEO’s
termination. Any portion of the Warrant which has not yet vested on the date of termination of this Agreement shall not vest thereafter.
Notwithstanding this provision, the provisions of Sections 5, 6 and 8.2 survive the termination of this Agreement.


 





 



 1 Section
2870 provides: (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,
any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely
on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those
inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business,
or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee
for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this
state and is unenforceable.


  




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8.           General
Provisions.


 


8.1.        Notices.
Any notices or other communications required or permitted to be given under this Agreement must be in writing and addressed to
Company or CEO at the addresses below, or at such other address as either party may from time to time designate in writing. Any
notice or communication that is addressed as provided in this Section will be deemed given: (a) upon delivery, if delivered personally
or via certified mail, postage prepaid, return receipt requested; or (b) on the first business day of the receiving party after
timely delivery to the courier, if delivered by overnight courier. Other methods of delivery will be acceptable only upon proof
of receipt by the party to whom notice is delivered.


 


	If to Company:  	Eos Petro, Inc.
	 	Attention: Nikolas Konstant
	 	1999 Avenue of the Stars
	 	Suite 2520
	 	Los Angeles, CA 90067
	 	 
	If to CEO:	Wealth Preservation, LLC
	 	Attention: Martin Oring
	 	7582 Hawks Landing Drive.
	 	West Palm Beach, FL 33412


 


8.2.        Agreement
To Arbitrate Disputes.


 


8.2.1.      Arbitration.
Subject to the exceptions described in this Agreement, any controversy, dispute or claim arising out of or relating to this Agreement
or any breach of it (each a “Claim”), shall be settled by binding arbitration in accordance with the Employment Dispute
Resolution Procedures of the selected arbitration group such as ADR, JAMS or American Arbitration Association (“AAA”).
The Claims covered by this Agreement include, but are not limited to, claims for wages and other compensation, claims for breach
of contract (express or implied), tort claims, claims for discrimination (including, but not limited to, race, sex, sexual orientation,
religion, national origin, age, marital status, medical condition, and disability), harassment (including, but not limited to race,
sex, sexual orientation, religion, national origin, age, marital status, medical condition, and disability), and claims for violation
of any federal, state, or other government law, statute, regulation, or ordinance. This provision shall not apply, however, to
claims for workers’ compensation or unemployment insurance benefits, or claims; nor shall it restrict CEO’s right to
submit claims to the Equal Employment Opportunity Commission or the Department of Fair Employment and Housing, as appropriate.
In addition, this Agreement to Arbitrate Disputes does not prevent CEO from filing a charge or claim with any other governmental
administrative agency as permitted by applicable law.


 


8.2.2.      Selection
of Arbitrator. The parties may select an arbitrator mutually agreeable to each party. If the parties cannot agree on an arbitrator
within 30 days, the parties shall request from the arbitration group a list of five names drawn from its panel of employment
arbitrators and each party shall follow the striking procedure used by the arbitration group selected.


 




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8.2.3.      Procedure
for Arbitration. The arbitrator shall apply Nevada substantive law and the Nevada Evidence Code to the proceeding. The demand
for arbitration must be in writing and made within the applicable statute of limitations period. The arbitrator shall have the
authority to resolve discovery disputes, including but not limited to determining what constitutes reasonable discovery. The arbitrator
shall have all powers and remedies conferred by law, and shall prepare in writing and provide to the parties a decision and award
which includes factual findings and the conclusions upon which such award is based.


 


8.2.4.      Binding
Arbitration. Except as otherwise required by law, the decision of the arbitrator shall be binding and conclusive on the parties.
Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. The fees for the arbitrator
and the arbitration forum shall be shared equally by the parties hereto, unless Company is required to pay for them by law. Each
party shall bear its, his or her own fees and costs incurred in connection with the arbitration except for any attorneys’
fees or costs which are awarded by the Arbitrator pursuant this Agreement or statute which provides for recovery of such fees and/or
costs; however, CEO shall not be required to bear any type of expense that CEO would not be required to bear if he or she were
bringing the action in court. The arbitration and the parties’ agreement therefore shall be deemed to be self-executing,
and if either party fails to appear at any properly-noticed arbitration proceeding, an award may be entered against such party
despite said failure to appear. Notwithstanding any other agreement between the parties, any statutorily imposed remedies awarded
to either CEO or Company pursuant to arbitration under this provision shall not be limited.


 


8.2.5.      Waiver
of Jury. Both the Company and CEO understand and agree that by using arbitration to resolve any Claims between CEO and Company
they are giving up any right that they may have to a judge or jury trial with regard to those Claims. Both parties acknowledge
that they are entering into this Agreement voluntarily and have independently negotiated and agreed upon this Section 8.2.5.


 


8.3.        Severability.
In the event that any covenant, condition, or other provision contained in this Agreement is held to be unenforceable, invalid,
void, or illegal by a court of competent jurisdiction, the unenforceable, invalid, void, or illegal provision will be deemed severable
from the remainder of this Agreement and will in no way affect, impair, or invalidate any other covenant, condition, or other provision
contained in this Agreement. If the condition, covenant, or other provision would be deemed invalid due to its scope or breadth,
the covenant, condition, or other provision will be deemed valid to the extent of the scope or breadth permitted by law.


 


8.4.        Assignment,
Successors and Assigns. CEO has no right to assign, delegate, or otherwise transfer this Agreement, or any of CEO’s rights,
duties, or any other interests in this Agreement to any party, and any purported assignment will be null and void. Company may,
without notice to CEO and without CEO’s prior consent or approval, assign, delegate, and transfer its rights and obligations
under this Agreement to any successor corporation or entity which continues the business of Company. This Agreement will inure
to and be binding upon each of the Parties and their respective legal representatives, heirs, successors, and permissible assigns,
but this provision is not intended to modify the restrictions on assignment by CEO set forth above.


 




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8.5.        Modification
and Waiver. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.
No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether
or not similar, nor will any waiver constitute a continuing waiver.


 


8.6.        Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, each of, which will be deemed an original, but all of
which together will constitute one and the same instrument. Faxed and emailed .pdf copies of signatures will be valid and binding.


 


8.7.        Entire
Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the Parties with respect
to the compensation of CEO by Company and contains all agreements between the parties relating to such compensation. Each party
to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or written, have been made by
any party, or anyone acting on behalf of any party, that are not embodied in this Agreement, and that no other agreement, statement,
or promise not contained in this Agreement will be valid or binding.


 


[signature page follows]


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


“Company”


EOS PETRO, INC, a Nevada corporation


 


	/s/ Nikolas Konstant	 	Date: June 23, 2013
	By:	Nikolas Konstant	 	 
	Its:	Chairman of the Board, CFO	 	 


 


“CEO”


Martin Oring, an individual


 


	/s/ Martin Oring	 	Date: June 23, 2013


 




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EXHIBIT A TO EMPLOYMENT AGREEMENT
– FORM OF WARRANT


 


THIS WARRANT AND THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	Warrant No. 9	June 23, 2013


 


EOS PETRO, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


**** 600,000 Shares of Common Stock ****


 


THIS WARRANT CERTIFIES THAT, for
value received, Wealth Preservation LLC, or registered assigns (the “Holder”), is entitled to subscribe
for and purchase from Eos Petro, Inc., a Nevada corporation (the “Company”), with its principal offices located
at 1999 Avenue of the Stars, Suite 2520, Los Angeles, California 90067, up to and including the number of fully paid and nonassessable
shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company set forth above (the
“Warrant Shares”), at the exercise price of $2.50 per share (the “Warrant Exercise Price”)
(and as adjusted from time to time pursuant to Section 3 hereof), in accordance with the exercise procedure set forth in Section
1 hereof and prior to or upon July 31, 2018 (the “Expiration Date”), subject to the provisions and upon the
terms and conditions hereinafter set forth.


 


This Warrant is issued in connection with
a certain Employment Agreement, dated as of the date hereof (as amended, modified or supplemented, the “Employment Agreement”),
between Company and Martin Oring. Pursuant to the Employment Agreement, Mr. Oring has agreed to act as the CEO of the Company.
Terms used but not defined in this Warrant shall have the meanings given in the Employment Agreement.


 


1.       
   Exercise Procedure; Method of Exercise; Cash Payment; Issuance of New Warrant.


 


1.1.        The
shares underlying this warrant shall vest and become exercisable as follows: commencing on July 31, 2013 and continuing thereafter
on the last day of each calendar month that the Employment Agreement remains in effect, 50,000 Warrant Shares shall vest and become
exercisable. Thereafter, any portion of this Warrant that has vested may be exercised, in whole or in part and from time to time,
at any time until the Expiration Date, pursuant to the provisions contained in this Section 1. However, if Martin Oring’s
Employment Agreement is terminated for any reason, any Warrant Shares which have not yet vested will not vest.


 


1.2.        If
Holder elects to exercise any portion of this this Warrant that has vested, Holder shall surrender this Warrant (with the notice
of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal
executive offices of Company, accompanied by payment to Company, by: (a) certified or bank check acceptable to Company; (b) cancellation
by Holder of bona fide indebtedness of Company to Holder, if agreed to in advance in writing by Company in the Company’s
sole and absolute discretion; (c) by wire transfer to an account designated by Company; or (d) any combination of (a), (b) and
(c), of an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Warrant Shares then being purchased.


 




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1.3.        The
person or persons in whose name(s) any certificate(s) representing the Warrant Shares shall be deemed to have become the holder(s)
of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares
shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is
exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased
shall be delivered to the Holder hereof as soon as possible and in any event within twenty (20) Business Days after such exercise
and, unless this Warrant has been fully exercised or expired, a new warrant having the same terms as this Warrant and representing
the remaining portion of such shares, if any, with respect to which this Warrant shall not then have been exercised shall also
be issued to the Holder hereof as soon as possible and in any event within such twenty (20) Business Day period. For purposes of
this Warrant, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in Los Angeles, California are authorized or required by law to remain closed.


 


2.    
      Reservation of Shares. During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issuance
upon exercise of the purchase rights evidenced by this Warrant a sufficient number of shares of its capital stock to provide
for the exercise of the rights represented by this Warrant.


 


3.       
   Adjustment of Warrant Exercise Price and Number of Shares. The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment to the nearest
whole share (one-half and greater being rounded upward) and nearest cent (one-half cent and greater being rounded upward)
from time to time upon the occurrence of certain events, as follows. Each of the adjustments provided by the
subsections below shall be deemed separate adjustments and any adjustment of this Warrant pursuant to one
subsection of this Section 3 shall preclude additional adjustments for the same event or transaction by the remaining
subsections.


 


3.1.        Reclassification.
In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change
in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination)
into the same or a different number or class of securities, the Company shall duly execute and deliver to the Holder of this Warrant
a new warrant (in form and substance reasonably satisfactory to the Holder of this Warrant), so that the Holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon
the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification
or change by a holder of the number of shares then purchasable under this Warrant. The Company shall deliver such new warrant as
soon as possible and in any event within five (5) Business Days after such reclassification or change. Such new warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The
provisions of this subparagraph (a) shall similarly apply to successive reclassifications or changes.


 




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3.2.        Stock
Splits or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide
(by stock split) or combine (by reverse stock split) its outstanding shares of capital stock of the class into which this Warrant
is exercisable, the Warrant Exercise Price shall be proportionately decreased in the case of a subdivision or increased in the
case of a combination, effective at the close of business on the date the subdivision or combination becomes effective and the
number of shares of Common Stock issuable upon exercise of this Warrant shall be proportionately increased in the case of a subdivision
or decreased in the case of a combination, and in each case to the nearest whole share, effective at the close of business on the
date the subdivision or combination becomes effective. The provisions of this subparagraph (b) shall similarly apply to successive
subdivisions or combinations of outstanding shares of capital stock into which this Warrant is exercisable.


 


3.3.        Common
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect
to Common Stock payable in Common Stock, then: (i) the Warrant Exercise Price shall be adjusted, from and after the date of determination
of stockholders entitled to receive such dividend or distribution (the “Record Date”), to that price determined
by multiplying the Warrant Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator
of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or
distribution and (ii) the number of shares of Common Stock issuable upon exercise of this Warrant shall be proportionately adjusted,
to the nearest whole share, from and after the Record Date by multiplying the number of shares of Common Stock purchasable hereunder
immediately prior to such Record Date by a fraction (A) the numerator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution, and (B) the denominator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such dividend or distribution. The provisions of this subparagraph (c) shall similarly
apply to successive Common Stock dividends by the Company.


 


3.4.        No
adjustment in the Warrant Exercise Price shall be required unless such adjustment would require a cumulative decrease of at least
$0.01 in such price; provided, however, that any adjustments that by reason of this Section 3 are not required
to be made shall be carried forward and taken into account in any subsequent adjustment until made.  All calculations under
this Section 3(h) shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of
a share (with .05 of a share being rounded upward), as the case may be.


 


3.5.        In
any case in which Section 3 provides that an adjustment shall become effective on the day next following the record date for
an event, the Company may without penalty defer until the occurrence of such event issuing to the Holder with respect to any part
of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock
issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable
upon such conversion before giving effect to such adjustment.


 




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3.6.        If,
at any time or from time to time while this Warrant is outstanding any event occurs of the type contemplated by the provisions
of this Section 3 but not expressly provided for by such provisions (including the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate
adjustment in the Warrant Exercise Price so as to protect the rights of the holder; provided that no such adjustment will increase
the Warrant Exercise Price as otherwise determined pursuant to this Section 3.


 


4.   
       Notice of Adjustments. Whenever the Warrant Exercise Price or the number of
shares of Common Stock purchasable hereunder shall be adjusted pursuant to Section 3 above, the Company shall deliver a
written notice, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the Warrant Exercise Price and the number of shares of Common Stock
purchasable hereunder after giving effect to such adjustment, and shall use commercially reasonable efforts to cause copies
of such notice to be delivered to the Holder of this Warrant within three (3) Business Days after the occurrence of the event
resulting in such adjustment at such Holder’s last known address in accordance with Section 9 hereof.


 


5.    
      Fractional Shares. No fractional shares will be issued in connection with any
exercise hereunder, but in lieu of such fractional shares, the number of shares of Common Stock to be issued shall be rounded
up to the nearest whole number.


 


6.    
      Compliance with Securities Act of 1933; Transfer of Warrant or Shares.


 


6.1.        Compliance
with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares
and the capital stock issuable upon conversion of the Warrant Shares (collectively, the “Securities”) are being
acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities except under
circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)
and any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares being acquired are registered
under the Securities Act and any applicable state securities laws or an exemption from such registration is available, the Holder
hereof shall confirm in writing that the Warrant Shares so purchased are being acquired for investment and not with a view toward
distribution or resale in violation of the Securities Act and shall confirm such other matters related thereto as may be reasonably
requested by the Company. The Warrant Shares (unless registered under the Securities Act and any applicable state securities laws)
shall be stamped or imprinted with a legend in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Such legend shall be removed by the Company, upon the request
of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.


 




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6.2.        Transferability
of the Warrant. Subject to compliance with Section 6(c) below, which provisions are intended to ensure compliance with applicable
federal and states securities laws, the Securities may be transferred by the Holder hereof, in whole or in part and from time to
time.


 


6.3.        Method
of Transfer. With respect to any offer, sale, transfer or other disposition of the Securities, the Holder hereof shall prior
to such offer, sale, transfer or other disposition:


 


6.3.1.      surrender
this Warrant or certificate representing Warrant Shares at the principal executive offices of the Company or provide evidence reasonably
satisfactory to the Company of the loss, theft or destruction of this Warrant or certificate representing Warrant Shares and an
indemnity agreement reasonable satisfactory to the Company,


 


6.3.2.      pay
any applicable transfer taxes or establish to the satisfaction of the Company that such taxes have been
paid,


 


6.3.3.      deliver
a written assignment to the Company in substantially the form attached hereto as Exhibit B or appropriate stock power
duly completed and executed prior to transfer, describing briefly the manner thereof, and


 


6.3.4.      deliver
a written opinion of such Holder’s counsel, or other evidence, if reasonably requested by the Company, to the effect that
such offer, sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act
as then in effect and any applicable state securities law then in effect) of the Securities.


 


As soon as reasonably practicable after receiving the items
set forth above, the Company shall notify the Holder that it may sell, transfer or otherwise dispose of the Securities, all in
accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6(c)
that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so
notify the Holder promptly with details of such determination. Notwithstanding the foregoing, the Securities may, as to such federal
laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Securities Act if the Company satisfied the
provisions thereof and provided that the Holder shall furnish such information as the Company may reasonably request to provide
a reasonable assurance that the provisions of Rule 144 have been satisfied. Each certificate representing this Warrant or Warrant
Shares thus transferred (except a transfer pursuant to Rule 144 or an effective registration statement) shall bear a legend as
to the applicable restrictions on transferability in order to ensure compliance with applicable federal and state securities laws,
unless in the aforesaid opinion of counsel to the Holder and to the reasonable satisfaction of the Company, such legend is not
required in order to ensure compliance with such laws. Upon any partial transfer of this Warrant, the
Company will issue and deliver to such new holder a new warrant (in form and substance similar to this Warrant) with
respect to the portion transferred and will issue and deliver to the Holder a new warrant (in form and substance similar
to this Warrant) with respect to the portion not transferred as soon as possible and in any event
within five (5) Business Days after such transfer.


 


7.      
    No Rights as Shareholders; Information. Prior to exercise of this Warrant, the Holder of this
Warrant, as such, shall not be entitled to vote the Warrant Shares or receive dividends on or be deemed the holder of such
shares, nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein.


 




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8.     
    Modification and Waiver; Effect of Amendment or Waiver. This Warrant and any provision hereof
may be modified, amended, waived, discharged or terminated only by an instrument in writing, designated as an amendment to
this Warrant and executed by a duly authorized officer of the Company and the Holder of this Warrant. Any waiver or amendment
effected in accordance with this Section 8 shall be binding upon the Holder, each future holder of this Warrant or of any
shares purchased under this Warrant (including securities into which such shares have been converted) and the Company.


 


9.      
   Notices and Payments. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon, (a) personal delivery or telecopy, (b) one (1) Business Day
after deposit with a nationally recognized overnight delivery service such as Federal Express, with postage and fees prepaid,
addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party
may designate by written notice to each of the other parties hereto or (c) four (4) Business Days following the date of
deposit in the United States mails, first-class postage prepaid, addressed to each of the other parties thereunto entitled at
the following addresses, or at such other addresses as a party may designate by written notice to each of the other parties
hereto.


 


	COMPANY:	Eos Petro, Inc.
	 	Attention: Nikolas Konstant
	 	1999 Avenue of the Stars, Suite 2520
	 	Los Angeles, CA 90067
	 	Tel: (310) 552-1555
	 	Fax: (424) 288-5650
	 	 
	HOLDER:	Wealth Preservation, LLC
	 	Attention: Martin Oring
	 	7582 Hawks Landing Drive.
	 	West Palm Beach, FL 33412


 


10.         Successors.
The obligations of the Company relating to the Warrant Shares shall inure to the benefit of the successors and assigns of the Holder
hereof and shall be binding upon any successor entity. Upon such event, the successor entity shall assume the obligations of this
Warrant, and this Warrant (or any substitute warrant as provided hereinbefore) shall be exercisable for the securities, cash and
property of the successor entity on the terms provided herein.


 


11.         Lost
Warrants or Stock Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of
an indemnity agreement reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation
of such mutilated Warrant or stock certificate, the Company will issue and deliver a new warrant (containing the same terms as
this Warrant) or stock certificate, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate, and any such
lost, stolen, destroyed or mutilated Warrant or stock certificate shall thereupon become void.


 




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12.         Descriptive
Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute
a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted
this Warrant.


 


13.         Governing
Law; Jurisdiction. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be
governed by, the laws of the State of Nevada, without reference to principles governing choice or conflicts of laws. Each party
hereby agrees to submit any dispute under this Warrant to arbitration in accordance with the Services Agreement and irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of Los Angeles, California
for the entry of any judgment from such arbitration, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such arbitrator or court, that such proceeding
is brought in an inconvenient forum or that the venue of such proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


 


14.         WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY IN ANY LEGAL PROCEEDING
ARISING OUT OR A RELATED TO THIS AGREEMENT, THE NOTE, AND THE SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


15.         Entire
Agreement. This Warrant constitutes the full and entire understanding and agreement between the parties with regard to the
subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties,
whether oral or written, with respect to such subject matter.


 


16.         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 under this Warrant by the Company, but will at all times in good faith assist in carrying out
all the provisions of this Warrant and in the taking of all such actions as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against impairment.


 


17.         Issue
Taxes. The Company shall pay any and all issue and other taxes payable in respect of any issue or delivery of Common Stock
upon the exercise of this Warrant that may be imposed under the laws of the United States of America or by any state, political
subdivision or taxing authority of the United States of America; provided, however, that the Company shall not be required
to pay any tax or taxes that may be payable in respect of any transfer involved in the issue or delivery of any Warrant or certificates
for Common Stock in a name other than that of the registered holder of such Warrant (which shall
be treated as a transfer under Section 6 above), and no such issue or delivery shall be made unless and until the person or entity
requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.


 


18.         Severability.
In the event that any one or more of the provisions contained in this Warrant shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such provision(s) shall be ineffective only to the extent of such invalidity, illegality or unenforceability,
without invalidating the remainder of such provision or the remaining provisions of this Warrant and such invalidity, illegality
or unenforceability shall not affect any other provision of this Warrant, which shall remain in full force and effect.


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Warrant to be duly executed as of the date first written above by its duly authorized officers.


 


EOS PETRO, INC.


 


a Nevada corporation


 


	By:	 	 
	 	 	 
	Name:	Nikolas Konstant	 
	 	 	 
	Title:	Chairman, CFO	 


 




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EXHIBIT A


 


NOTICE OF EXERCISE


 


To: EOS PETRO, INC. (the “Company”)


 


The undersigned hereby exercises the right
to purchase___________________ of the shares of Common Stock (“Warrant Shares”) of the Company, evidenced by
the attached Warrant (the “Warrant”).  Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 


1.     
     Form of Warrant Exercise Price.  The holder intends that payment of the
Warrant Exercise Price shall be made as:


  


	 	 	 	a “Cash Exercise” with respect to ______________ Warrant Shares.


 


2.       
   Payment of Warrant Exercise Price.  In the event that the holder has elected a Cash Exercise
with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the aggregate Exercise
Price in the sum of $_______________ to the Company in accordance with the terms of the Warrant.


 


3.      
    Please issue a certificate or certificates representing said shares in the name of the undersigned or
in such other name or names as are specified below:


 





	 	 
	(Name)	 
	 	 
	 	 
	(Address)	 
	 	 
	 	 
	(City, State)	 




 


4.      
    The undersigned represents that the aforesaid shares being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable
securities laws, and that the undersigned is an “accredited investor” within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended.


 


 






	 	 	 	(Date)
	 	(Signature)	 	 





 





	 	NOTICE: Signature must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of capital stock are to be issued, or securities are to be delivered, other than to or in the name of the registered holder of this Warrant. In addition, signature must correspond in all respects with the name as written upon the face of the Warrant in every particular without alteration or any change whatever.







 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
holder of the attached Warrant hereby sells, assigns and transfers unto _______________________ whose address is _______________________________________
and whose taxpayer identification number is _________________ the undersigned’s right, title and interest in and to the Warrant
issued by Eos Petro, Inc., a Nevada corporation (the “Company”) to purchase _______ shares of the Company’s
Common Stock, and does hereby irrevocably constitute and appoint __________________________ attorney to transfer said Warrant on
the books of the Company with full power of substitution in the premises.


 


In connection with
such sale, assignment, transfer or other disposition of this Warrant, the undersigned hereby confirms that:


 


 ̈          such
sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in
effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable
thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or


 


 ̈          such
sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified
under all applicable state securities laws.


 


	 	 
	(Date)
	 
	 	 	 
	(Signature)


 


NOTICE: Signature must correspond in all respects
with the name as written upon the face of the Warrant in every particular without alteration or any change whatever.


 






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