AMENDED
AND RESTATED


WARRANT
CERTIFICATE NO. 5


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”),
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY ONLY BE EXERCISED
BY A PERSON WHO QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE ACT.


 


EOS
PETRO, INC.,


A NEVADA CORPORATION


1999 Avenue of the Stars, Suite 2520


Los Angeles, California 90067


 


COMMON
STOCK PURCHASE WARRANT


 


November 12, 2012


 


		1.	Issuance



 


THIS IS TO CERTIFY THAT, for value
received, GEM Capital SAS (the “Holder”), shall have the right to purchase from EOS PETRO, INC., a Nevada
corporation (the “Corporation”), two million, three hundred and thirty-five thousand (2,335,000) fully paid
and non-assessable shares of the Corporation’s common stock, $.0001 par value per share (the “Common Stock”),
subject to further adjustment as set forth in Section 6 hereof, at any time until 5:00 P.M., Pacific time, on November 12, 2015
(the “Expiration Date”) at an exercise price of $5.35 per share (the "Exercise Price").


 


		2.	Exercise of Warrants



 


(a)          Condition
Precedent to Exercise. This Warrant does not vest and shall not be exercisable by Holder, under any circumstances whatsoever,
until the date that either: (i) a petroleum agreement, between either the Corporation, a subsidiary of the Corporation or an affiliate
of the Corporation and the Ghanaian Ministry of Energy, receives Parliamentary ratification and becomes effective, pursuant to
the Process for Acquiring a Block for Exploration as set forth in Exhibit A attached hereto; or (ii) the Corporation
or a subsidiary of the Corporation closes a deal to acquire assets having a cost greater than $40,000,000.00.


 


(b)          Registration
Rights and Automatic Lengthening of Term. If a registration statement has not been filed with the Securities and Exchange
Commission and become effective with respect to the shares of Common Stock underlying this Warrant (such shares, the “Warrant
Shares”) within 270 days of the date first referenced above, then the Expiration Date shall be extended by one day for every
day that the Warrant Shares remain unregistered after the 270th day.


 




    	 



    	 



    

 


Eos Petro, Inc.


Common Stock Purchase Warrant


Warrant Certificate No. 5


 


(c)          Time
of Exercise. The Holder shall provide the Corporation with notice that it may exercise this Warrant at least 61 days prior
to the date of such exercise. Upon the expiration of this 61 day period, the Holder may exercise this Warrant pursuant to this
Section 2.


 


(d)          Corporation’s
Option to Shorten Term. Notwithstanding Section 2(b), the Corporation may elect to shorten the term of this Warrant by moving
the Expiration Date to the date six months from the day that all of the following conditions have been satisfied:


 


(i)          either
of the two conditions precedent to exercise set forth in Section 2(a) is satisfied;


 


(ii)         the
Corporation has publicly announced the Section 2(d)(i) ratification or closing of the acquisition, as the case may be;


 


(iii)        the
Warrant Shares are subject to an effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


(iv)         the
Corporation provides notice to Holder of its election to shorten the Warrant’s term within twenty (20) Business Days of
the last of the conditions in (i), (ii) and (iii) to occur.


 


(e)           Holder’s
Option to Lengthen Term. If the Expiration Date has been moved pursuant to the provisions of Section 2(d), then Holder may
elect to extend the term of the Warrant by moving the Expiration Date forward one calendar day for every Trading Day that the
thirty day average trailing trading volume of the Corporation’s common stock is greater than $750 million ($750,000,000)
(each qualifying Trading Day a “Lengthening Day”), provided, however, that the Expiration Date shall not be moved
past the date that the Warrant was originally set to expire pursuant to Section 1, as such date may have been extended pursuant
to Section 2(b). Holder must provide notice to the Corporation of each election to lengthen the Warrant’s term within 20
Business Days of the expiration of the month in which the Lengthening Day(s) occurred.


 


(f)           Method
of Exercise. So long as the condition in Section 2(a) has been satisfied, the Holder hereof may exercise this Warrant, in
whole or in partial allotments, at the Exercise Price per share payable hereunder, payable at such Holder's election by cash,
certified or official bank check, or wire transfer to an account designated by the Corporation. Upon surrender of this Warrant
with the annexed Notice of Exercise Form attached hereto as Exhibit B duly completed and executed, together with
payment of the Exercise Price for the Warrant Shares then being purchased (collectively referred to as the “Exercise Materials”),
the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased, provided the 61 day
period referenced in Section 2(c) of this Warrant has expired. In lieu of the issuance of any fractional share, the Corporation
shall round up or down the fractional amount to the nearest whole number.


 


(g)          Issuance
of Stock Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions
hereof, certificates for the shares of Warrant Shares so purchased shall be dated the date of such exercise and delivered to the
Holder hereof within a reasonable time, not exceeding five (5) Business Days after such exercise (the “Delivery Date”)
or, at the request of the Holder (provided that a registration statement under the Securities Act (as defined below) providing
for the resale of the Warrant Shares being purchased is then in effect or that such Warrant Shares are otherwise exempt from registration),
issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit
Withdrawal Agent Commission System (“DWAC”) on or before the Delivery Date (if the Corporation is eligible for DWAC
services at such time), and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Shares
so purchased as of the date of 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 twenty
(20) Business Days after such effective exercise


 




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Common Stock Purchase Warrant


Warrant Certificate No. 5




 


(h)          Business
Days. For the 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.


 


		3.	Reservation of Shares



 


The Corporation hereby agrees that at
all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares
of Common Stock as shall be required for issuance upon exercise of this Warrant.


 


		4.	Mutilation or Loss of Warrant



 


Upon receipt of evidence reasonably satisfactory
to the Corporation 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 Corporation, or in
the case of any such mutilation upon surrender and cancellation of such mutilated Warrant or stock certificate, the Corporation
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.


 


		5.	Rights of the Holder



 


Prior to the 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 Corporation 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 Common Stock purchasable upon the exercise hereof shall have become deliverable,
as provided herein.


 


		6.	Protection Against Dilution.



 


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.


 


(a)          Reclassification
or Merger. In case of any reclassification, change or conversion 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), or in case of any merger of the Corporation with or into another corporation (other than a merger
with another corporation in which the Corporation is the acquiring and the surviving corporation and which does not result in
any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all
or substantially all of the assets of the Corporation, the Corporation, or such successor or purchasing corporation, as the case
may be, shall duly execute and deliver to the holder of this Warrant a new warrant so that the holder of this Warrant shall have
the right to receive, 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 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, change or merger by a holder of the number
of shares of Common Stock then purchasable under this Warrant. 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 6. The provisions of this Section 6(b)
shall similarly apply to successive reclassifications, changes, mergers and transfers.


 




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Eos Petro, Inc.


Common Stock Purchase Warrant


Warrant Certificate No. 5




 


(b)          Subdivision
or Combination of Shares.


 


(i)          On
October 12, 2012, pursuant to an Agreement and Plan of Merger dated July 16, 2012 (the “Merger Agreement”), the Corporation
completed a merger transaction (the “Merger”). In the Merger Agreement, the Corporation agreed to implement a reverse
stock split at an exchange ratio of 1-for-800 of the Corporation’s outstanding shares of Common Stock as soon as reasonably
practicable following the completion of the Merger (the “Merger Reverse Split”). When this Merger Reverse Split is
implemented, it shall have no effect on this Warrant. Neither the Exercise Price nor the number of Warrant Shares issuable upon
exercise of this Warrant shall be increased or decreased on account of the Merger Reverse Split.


 


(ii)         Other
than the Merger Reverse Split, while this Warrant remains outstanding and unexpired, for all other subdivisions (by stock split)
or combinations (by reverse stock split) of the Corporation’s outstanding shares of capital stock of the class into which
this Warrant is exercisable, the 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 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)(ii) shall similarly apply
to successive subdivisions or combinations of outstanding shares of capital stock into which this Warrant is exercisable.


 


(c)          Common
Stock Dividends. If the Corporation 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 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 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 Corporation.


 


(d)          Other
Adjustments Not Expressly Provided. 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 6 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 Corporation’s
Board of Directors may make an appropriate adjustment to the Exercise Price or the number of shares of Common Stock purchasable
upon the exercise of this Warrant as to protect the rights of the Holder; provided that no such adjustment will increase the Exercise
Price as otherwise determined pursuant to this Section 6. For the avoidance of doubt, while this Warrant remains outstanding and
unexpired, any new issuances of the Corporation’s outstanding shares of capital stock of the class into which this Warrant
is exercisable at a price lower than the Exercise Price shall not result in an increase in the number of shares of Common Stock
purchasable upon the exercise of this Warrant.


 






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Common Stock Purchase Warrant


Warrant Certificate No. 5







 


		7.	Outstanding Shares of the Corporation.



 


As of the date first written above prior
to the issuance of this Warrant, assuming implementation of the Merger Reverse Split, and further assuming that the Corporation
will not enter into any other transactions in which it issues capital stock of the Corporation or other securities convertible
into capital stock of the Corporation prior to the Merger Reverse Split, the number of shares of Common Stock of the Corporation
outstanding, on a fully-diluted basis, would not exceed forty five million (45,000,000).


 


		8.	Notice of Adjustments



 


Whenever the Exercise Price or the number
of Warrant Shares purchasable hereunder shall be adjusted pursuant to Section 6 hereof, the Corporation shall deliver to the Holder
a certificate signed by its chief financial officer 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 Exercise Price and the number of Warrant
Shares purchasable hereunder after giving effect to such adjustment.


 


		9.	Securities Laws



 


(a)          Compliance
with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant and 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 Corporation. The Holder understands that this
Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges
that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resale of this
Warrant and/or the stock purchasable hereunder. 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 Corporation,
upon the request of the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.


 


(b)          Transferability
of the Warrant. Subject to compliance with Section 9(c) below and the foregoing sentence, which provisions are intended to
ensure compliance with applicable federal and state securities laws, the Securities may be transferred by the Holder hereof, in
whole or in part and from time to time.


 




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Eos Petro, Inc.


Common Stock Purchase Warrant


Warrant Certificate No. 5




 


(c)          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:


 


(i)          surrender
this Warrant or certificate representing Warrant Shares at the principal executive offices of the Corporation or provide evidence
reasonably satisfactory to the Corporation of the loss, theft or destruction of this Warrant or certificate representing Warrant
Shares and an indemnity agreement reasonably satisfactory to the Corporation;


 


(ii)         pay
any applicable transfer taxes or establish to the satisfaction of the Corporation that such taxes have been paid;


 


(iii) deliver
a written assignment to the Corporation in substantially the form attached hereto as Exhibit C or appropriate stock
power duly completed and executed prior to transfer, describing briefly the manner thereof; and


 


(iv)         deliver
a written opinion of such Holder’s counsel, or other evidence, if reasonably requested by the Corporation, 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 Corporation 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 Corporation. If a determination has been made
pursuant to this Section 9(c) that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the
Corporation, the Corporation 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 Corporation satisfied the provisions thereof and provided that the Holder shall furnish such information as the Corporation
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 Corporation, such legend is not required in order to ensure compliance with such laws. Upon
any partial transfer of this Warrant, the Corporation 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 twenty (20) Business Days after such transfer (such
new warrants issued upon any partial transfer are collectively referred to as “Partial Transfer Warrants”). In addition,
the Holder will comply with all other applicable securities legislation in addition to the Securities Act to which the Holder
is subject in selling or transferring any Warrants or Warrant Shares and the Corporation may refuse to register any sale or transfer
not in compliance with such other securities legislation.


 


		10.	Payment of Taxes



 


The Corporation 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 or by any state, political subdivision or taxing authority of the United States; provided,
however, that the Corporation 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, 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 Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that
such tax has been paid.


 




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Common Stock Purchase Warrant


Warrant Certificate No. 5




 


		11.	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.


 


	CORPORATION:	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
	 	 
	with a copy to:	Baker & Hostetler LLP
	 	Attention:  Jeffrey P. Berg
	 	12100 Wilshire Blvd. 15th Floor
	 	Los Angeles, CA 90049
	 	Tel: (310) 442-8850
	 	Fax: (310) 820-8859
	 	 
	HOLDER:	GEM Capital SAS
	 	c/o CM Group
	 	Commerce House
	 	1 Bowring Road
	 	Ramsey
	 	Isle of man
	 	IM8 2LQ
	 	 
	with a copy to:	Kramer Levin Naftalis & Frankel LLP
	 	1177 Avenue of the Americas
	 	New York, New York 10036
	 	Telephone Number:  (212) 715-9100
	 	Fax:  (212) 715-8000
	 	Attention:  Christopher S. Auguste, Esq.


 


		12.	Governing Law



 


This Warrant shall be deemed to be a contract
made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws
of the State of Nevada applicable to contracts to be made and performed entirely within the State of Nevada.


 




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Common Stock Purchase Warrant


Warrant Certificate No. 5




 


		13.	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 Corporation and the Holder of this Warrant. Any waiver or amendment effected
in accordance with this Section 13 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 Corporation.


 


		14.	Binding Effect on Successors



 


This Warrant shall be binding upon any
corporation succeeding the Corporation in case of the consolidation, merger or amalgamation of the Corporation with or into any
other corporation, and all of the obligations of the Corporation relating to the Common Stock issuable upon the exercise or conversion
of this Warrant shall survive the exercise, conversion and termination of this Warrant and all of the covenants and agreements
of the Corporation shall inure to the benefit of the successors and assigns of the Holder hereof. The Corporation will, at the
time of the exercise or conversion of this Warrant, in whole or in part, upon request of the Holder in respect of any rights to
which the Holder shall continue to be entitled after such exercise or conversion in accordance with this Warrant; provided, however,
that the failure of the Holder to make any such request shall not affect the continuing obligations of the Corporation to the
Holder in respect of such rights.


 


		15.	No Impairment



 


The Corporation 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 Corporation, 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.


 


		16.	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.


 


		17.	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.


 


		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.


 


		19.	Counterparts



 


This Warrant may be executed in two or
more counterparts, each of which shall be an original, and all of which together shall constitute one instrument.


 




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Common Stock Purchase Warrant


Warrant Certificate No. 5




 


IN WITNESS WHEREOF,
the Corporation has caused this Warrant to be duly executed and delivered by its duly authorized officer.


 


EOS PETRO, INC.


by its authorized signatory:


 


	/s/
    Nikolas Konstant	 
	Nikolas Konstant	 
	Chairman of the Board and CFO	 


 




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EXHIBIT A


 


Process for Acquiring Block for Exploration


 





 




    	 



    	 



    

 


Eos Petro, Inc.


Common Stock Purchase Warrant


Warrant Certificate No. 5




 


EXHIBIT B


 


NOTICE OF EXERCISE


 


		TO:	EOS PETRO, INC. (the “Corporation”)



 


1.      The
undersigned hereby:


		 ̈	elects
                                                                                                           to purchase __________
                                                                                                           shares of Common Stock
                                                                                                           of the Corporation
                                                                                                           pursuant to the terms
                                                                                                           of the attached Warrant,
                                                                                                           and tenders herewith
                                                                                                           payment of the purchase
                                                                                                           price of such shares
                                                                                                           in full. The undersigned
                                                                                                           intends the payment
                                                                                                           of the purchase price
                                                                                                           shall be made as (check
                                                                                                           one):



 


Cash Exercise_______


 


If the undersigned has elected
a Cash Exercise, the undersigned shall pay the sum of $________ by certified or official bank check (or via wire transfer) to
the Corporation in accordance with the terms of the Warrant.


 


2.      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)


 


3.      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.


 




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EXHIBIT C


 


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 “Corporation”)
to purchase _______ shares of the Corporation’s Common Stock, and does hereby irrevocably constitute and appoint __________________________
attorney to transfer said Warrant on the books of the Corporation 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 Corporation 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.