Unassociated Document


    THE
SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS
DEFINED IN RULE 144 UNDER THE 1933 ACT.  THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE
COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY.

     

    ZULU
ENERGY CORP.

     

    COMMON
STOCK PURCHASE WARRANT

     

    THIS COMMON STOCK WARRANT
AGREEMENT (the “Agreement”) is made and entered into as of the _____ day
of ________, 2009 by and between Zulu Energy Corp., a Colorado corporation (the
“Company”), and __________ (the “Holder”).

     

    WITNESSETH:

     

    WHEREAS, pursuant to the
Securities Purchase Agreement dated as of February __, 2009 between the Company
and Holder (the “Agreement”), Holder agreed to purchase from the Company, and
the Company agreed to sell and issue to the Holder, Units consisting of shares
of the common stock of the Company $0.001 par value per share (the “Common
Stock”) and warrants to purchase shares of Common Stock with such warrant to be
for the number of shares, at the price per share and on the terms set forth in
this Agreement; and

     

    WHEREAS, the Holder desires to
receive a warrant on the terms and conditions set forth in this
Agreement.

     

    NOW, THEREFORE, the parties
agree as follows:

     

    1.           Grant of
Warrant.  The Company hereby grants to the Holder the right and
warrant (the “Warrant”) to purchase all or any part of an aggregate of ______
shares of the authorized and unissued Common Stock of the Company (the “Warrant
Shares”) subject to adjustment as provided in this Agreement, pursuant to the
terms and conditions set forth in this Agreement.

     

    2.           Warrant
Price.  At any time when shares are to be purchased pursuant to
this Agreement, the purchase price for each Warrant Share shall be $0.50 (the
“Warrant Price”), subject to adjustment as provided in this
Agreement.

     

    3.           Exercise
Period.  The period for the exercise of the Warrant shall
commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver,
Colorado time on _______ __, 2011, unless terminated earlier as provided
herein.

     

    


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    4.           Exercise of
Warrant.

     

    (a)           The
Warrant may be exercised in whole or in part by delivering to the President of
the Company at the address of the Company’s principal office (i) a Notice and
Agreement of Exercise of Warrant, substantially in the form attached hereto as
Exhibit A,
specifying the number of Warrant Shares with respect to which the Warrant is
exercised, and (ii) full payment of an amount equal to the Warrant Price
multiplied by the number of Warrant Shares then being purchased (such aggregate
amount of money, the “Purchase Price”).  Payment shall be made by
certified check or cleared funds.  The Warrant may not be exercised in
part unless the purchase price for the Warrant Shares purchased is at least
$1,000 or unless the entire remaining portion of the Warrant is being
exercised.

     

    (b)           Promptly
upon receipt of the Notice and Agreement of Exercise of Warrant together with
the full payment of the Purchase Price, the Company shall deliver to the Holder
a properly executed certificate or certificates representing the Warrant Shares
being purchased.

     

    5.           Withholding
Taxes.  The Company may take such steps as it deems necessary
or appropriate for the withholding of any taxes which the Company is required by
any law or regulation or any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the Warrant
including, but not limited to, the withholding of all or any portion of any
payment owed by the Company to the Holder or the withholding of issuance of
Warrant Shares to be issued upon the exercise of the Warrant.

     

    6.           Securities Laws
Requirements.  The issuance of the Warrant has not been
registered under the Securities Act of 1933, as amended (the “1933 Act”), in
reliance upon an exemption from registration.  In addition, no Warrant
Shares shall be issued unless and until, in the opinion of the Company, there
has been full compliance with, or an exemption from, any applicable registration
requirements of the 1933 Act, any applicable listing requirements of any
securities exchange on which stock of the same class has been listed, and any
other requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery.  The Holder hereby acknowledges, represents,
warrants and agrees as follows, and, pursuant to the terms of the Notice and
Agreement of Exercise of Warrant (Exhibit A) that shall be delivered to the
Company upon each exercise of the Warrant, the Holder shall acknowledge,
represent, warrant and agree as follows:

     

    (a)           Holder
is acquiring the Warrant and the Warrant Shares for investment purposes only and
the Warrant and the Warrant Shares that Holder is acquiring will be held by
Holder without sale, transfer or other disposition for an indefinite period
unless the transfer of those securities is subsequently registered under the
federal securities laws or unless exemptions from registration are
available;

     

    (b)           Holder’s
overall commitment to investments that are not readily marketable is not
disproportionate to Holder’s net worth, and Holder’s investment in the Warrant
and the Warrant Shares will not cause such overall commitments to become
excessive;

     

    (c)           Holder’s
financial condition is such that Holder is under no present or contemplated
future need to dispose of any portion of the Warrant or the Warrant Shares to
satisfy any existing or contemplated undertaking, need or
indebtedness;

     

    (d)           Holder
has sufficient knowledge and experience in business and financial matters to
evaluate, and Holder has evaluated, the merits and risks of an investment in the
Warrant and the Warrant Shares;

     

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (e)           The
address set forth on the signature page to this Agreement  is Holder’s
true and correct residence, and Holder has no present intention of becoming a
resident of any other state or jurisdiction;

     

    (f)           Holder
confirms that all documents, records and books pertaining to an investment in
the Warrant and the Warrant Shares that have been requested by Holder have been
made available or delivered to the Holder.  Holder has had the
opportunity to discuss the acquisition of the Warrant and the Warrant Shares
with the Company.  Holder also confirms that it has obtained or been
given access to all information concerning the Company that Holder has
requested;

     

    (g)           Holder
has had the opportunity to ask questions of, and receive the answers from, the
officers and directors of the Company concerning the terms of Holder’s
investment in the Warrant and the Warrant Shares and to receive additional
information necessary to verify the accuracy of the information delivered to
Holder, to the extent that the Company possesses such information or can acquire
it without unreasonable effort or expense;

     

    (h)           Holder
understands that the Warrant has not been, and the Warrant Shares issuable upon
exercise of the Warrant will not be, registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no
federal or state agency has made any finding or determination as to the fairness
of this investment or any recommendation or endorsement of the issuance of the
Warrant or the Warrant Shares;

     

    (i)           The
Warrant and the Warrant Shares that Holder is acquiring will be solely for
Holder’s own account, for investment, and are not being purchased with a view to
or for the resale, distribution, subdivision or fractionalization
thereof.  Holder has no agreement or arrangement for any such resale,
distribution, subdivision or fractionalization thereof;

     

    (j)           Holder
acknowledges and is aware of the following:

     

    (i)           The
Company has a history of losses.  The Warrant and the Warrant Shares
constitute a speculative investment and involve a high degree of risk of loss by
Holder of Holder’s total investment in the Warrant and the Warrant
Shares.

     

    (ii)           That:  (a)
following the filing of the Company’s Quarterly Report on Form 10-Q with the
Securities and Exchange Commission on November 19, 2008, the Company’s financial
condition deteriorated and as of the date of this Warrant may not have improved;
(b) the Company may not have substantial cash on-hand; (c) the Company’s
liabilities may substantially exceed the Company’s cash assets; (d) the Company
may urgently needs funds to continue in existence; (e) the Company will need
substantial additional financing to pursue its business plan; and (f) there is
no assurance that the Holder will receive any return on its
investment.

     

    (iii)           There
are substantial restrictions on the transferability of the Warrant and the
Warrant Shares.  The Warrant is not transferable.  The
Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise
disposed of unless they are registered under the 1933 Act or an exemption from
such registration is available and established to the satisfaction of the
Company; except as set forth in the Subscription Agreement, investors in the
Company have no rights to require that the Warrant Shares be registered; there
is no right of presentment of the Warrant Shares and there is no obligation by
the Company to repurchase any of the Warrant Shares; and, accordingly, Holder
may have to hold the Warrant Shares indefinitely and it may not be possible for
Holder to liquidate Holder’s investment in the Company;

     

    


     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    (iv)           Each
certificate issued representing the Warrant Shares shall be imprinted with a
legend that sets forth a description of the restrictions on transferability of
those securities, which legend will read substantially as follows:

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE 1933 ACT.  THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE
COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY.”

     

    (k)           The
Holder shall report all sales of Warrant Shares to the Company in writing on a
form prescribed by the Company.

     

    The
restrictions described above, or notice thereof, may be placed on the
certificates representing the Warrant Shares purchased pursuant to the Warrant,
and the Company may refuse to issue the certificates or to transfer the shares
on its books unless it is satisfied that no violation of such restrictions will
occur.

     

    7.           Adjustment by Stock Split,
Stock Dividend, Etc.  If at any time the Company increases or
decreases the number of its outstanding shares of common stock, or changes in
any way the rights and privileges of such shares, by means of the payment of a
stock dividend or the making of any other distribution on such shares payable in
its common stock, or through a stock split or subdivision of shares, or a
consolidation or combination of shares, or through a reclassification or
recapitalization involving its common stock, the numbers, rights and privileges
of the shares of common stock included in the Warrant shall be in­creased,
decreased or changed in like manner as if such shares had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence, and
the Warrant Price shall be correspondingly decreased, increased or otherwise
changed.  Whenever the number or kind of shares comprising the Warrant
Shares or the Warrant Price is adjusted, the Company shall promptly give written
notice and a certificate of the Chief Financial Officer or Chief Executive
Officer of the Company to the Holder of record of the outstanding Warrant,
stating that such an adjustment has been effected and setting forth the number
and kind of shares purchasable and the amount of the then-current Warrant Price,
and stating in reasonable detail the facts requiring such adjustment and the
calculation of such adjustment.

     

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    8.           Reorganization and
Reclassification.  In case of any capital reorganization or any
reclassification of the capital stock of the Company while the Warrant remains
outstanding, the Holder of the Warrant shall thereafter be entitled to purchase
pursuant to the Warrant (in lieu of the kind and number of shares of Common
Stock comprising Warrant Shares that such Holder would have been entitled to
purchase or acquire immediately before such reorganization or reclassification)
the kind and number of shares of stock of any class or classes or other
securities or property for or into which such shares of Common Stock would have
been exchanged, converted, or reclassified if the Warrant Shares had been
purchased immediately before such reorganization or
reclassification.  In case of any such reorganization or
reclassification, appropriate provision (as determined by resolutions of the
Board of Directors of the Company) shall be made with respect to the rights and
interest thereafter of the Holder of the Warrant, to the end that all the
provisions of this Agreement (including adjustment provisions) shall thereafter
be applicable, as nearly as reasonably practicable, in relation to such stock or
other securities or property.

     

    9.           Common Stock to be Received
upon Exercise.  Holder understands that in the absence of
registration of the Warrant Shares under the 1933 Act, the Warrant Shares cannot
be sold unless they are sold pursuant to an exemption from registration under
the 1933 Act.  Holder also understands that with respect to Rule 144,
routine sales of securities made in reliance upon such Rule can be made only in
limited amounts in accordance with the terms and conditions of the Rule, and
that in cases in which the Rule is inapplicable, compliance with either
Regulation A or another exemption under the 1933 Act will be
required.

     

    10.           Privilege of
Ownership.  Holder shall not have any of the rights of a
stockholder with respect to the shares covered by the Warrant except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon exercise of the Warrant.

     

    11.           Relationship to
Engagement.  Nothing contained in this Agreement (i) shall
confer upon the Holder any right with respect to continuance of Holder’s
engagement by, or affiliation with, or relationship to, the Company, or (ii)
shall interfere in any way with the right of the Company at any time to
terminate the Holder’s engagement by, position or affiliation with, or
relationship to, the Company.

     

    12.           Notices.  All
notices, requests, demands, directions and other communications (“Notices”)
concerning this Agreement shall be in writing and shall be mailed or delivered
personally or sent by telecopier or facsimile to the applicable party at the
address of such party set forth below in this Section 13. When mailed, each such
Notice shall be sent by first class, certified mail, return receipt requested,
enclosed in a postage prepaid wrapper, and shall be effective on the fifth
business day after it has been deposited in the mail.  When delivered
personal­ly, each such Notice shall be effective when delivered to the
address for the respective party set forth in this Section 12, provided that it
is delivered on a business day and further provided that it is delivered prior
to 5:00 p.m., local time of the party to whom the notice is being delivered, on
that business day; otherwise, each such Notice shall be effective on the first
business day occurring after the Notice is delivered.  When sent by
telecopier or facsimile, each such Notice shall be effective on the day on which
it is sent provided that it is sent on a business day and further provided that
it is sent prior to 5:00 p.m., local time of the party to whom the Notice is
being sent, on that business day; otherwise, each such Notice shall be effective
on the first business day occurring after the Notice is sent.  Each
such Notice shall be addressed to the party to be notified as shown
below:

     

    
      
        
          	 
      	
                  (a)

                	
                  if
      to the Company:

                	
                  Zulu
      Energy Corp.

                
	 
      	 
      	 
      	
                  999
      18th
      Street, 30th
      Floor

                
	 
      	 
      	 
      	
                  Denver,
      Colorado  80202

                
	 
      	 
      	 
      	
                  Facsimile:  (720)
      961-3255

                
	 
      	 
      	 
      	
                  Attention:  Chief
      Financial Officer

                
	 
      	
                  (b)

                	
                  if
      to the Holder:

                	
                  At
      the address set forth on the signature page

                
	 
      	 
      	 
      	
                  of
      this Agreement

                


        

      

    

    


     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

     

    Either
party may change its respective address for purposes of this Section 13 by
giving the other party Notice of the new address in the manner set forth
above.

    


    13.  General
Provisions.  This instrument (a) may not be amended nor may any
rights hereunder be waived except by an instrument in writing signed by the
party sought to be charged with such amendment or waiver, (b) shall be construed
in accordance with and governed by the laws of Colorado, and (c) shall be
binding upon and shall inure to the benefit of the parties and their respective
personal representatives and assigns, except as above set forth.  All
pronouns contained herein and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, singular or plural as the identity of the
parties hereto may require.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates set forth below.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            ZULU
      ENERGY CORP.

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	______________________________
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            HOLDER

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            Printed
      Name of Holder

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	________________________________
	 
      	 
      	
                            Signature

                          
	 
      	 
      	 
      
	 
      	
                            _________________________________

                          
	 
      	 
      	
                            Address

                          
	 
      	
                            _________________________________

                          
	 
      	 
      	
                            City,
      State and Zip
Code

                          


                  

                

              

            

          

        

      

    

     

     

    
 

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

    (To Zulu
Energy Corp.

    Common
Stock Purchase Warrant)

    


    ZULU
ENERGY CORP.

    


    NOTICE
AND AGREEMENT OF EXERCISE OF COMMON STOCK PURCHASE WARRANT

    


    The undersigned hereby exercises its
Zulu Energy Corp. Common Stock Purchase Warrant dated as of ________, 2009 as to
________ shares of the $.001 par value common stock (the “Warrant Shares”) of
Zulu Energy Corp. (the “Company”) at a purchase price of $0.50 per
share.  Enclosed is payment of the total exercise price for these
Warrant Shares of $________.

    


    The undersigned understands that no
Warrant Shares will be issued unless and until, in the opinion of the Company,
there has been full compli­ance with, or an exemption from, any applicable
registration requirements of the Securi­ties Act of 1933, as amended (the
“1933 Act”), any applicable listing requirements of any securities exchange on
which stock of the same class is then listed, and any other requirements of law
or any regulatory bodies having jurisdiction over such issuance and
delivery.  The undersigned hereby acknowledges, represents, warrants
and agrees, to and with the Company as follows:

    


    (a)           Holder
has sufficient knowledge and experience in business and financial matters to
evaluate, and Holder has evaluated, the merits and risks of an investment in the
Warrant Shares;

    


    (b)           The
address set forth in this Agreement  is Holder’s true and correct
residence, and Holder has no present intention of becoming a resident of any
other state or jurisdiction;

    


    (c)           Holder
confirms that all documents, records and books pertaining to an investment in
the Warrant Shares that have been requested by the Holder have been made
available or delivered to Holder. Holder has obtained or been given access to
all other information concerning the Company that Holder has
requested;

    


    (d)           Holder
has had the opportunity to discuss the acquisition of the Warrant Shares with
the Company, to ask questions of, and receive the answers from, the Company
concerning the terms of the investment in the Warrant Shares, and to receive
additional information necessary to verify the accuracy of any information
delivered to Holder, to the extent that the Company possesses such information
or can acquire it without unreasonable effort or expense;

    


    (e)           Holder
understands that the issuance of the Warrant Shares upon the exercise of the
Warrant has not been registered under the 1933 Act or any state securities laws
in reliance on an exemption for private offerings, and no federal or state
agency has made any finding or determination as to the fairness of this
investment or any recommendation or endorsement of the sale of the Warrant
Shares;

    


    (f)           Holder
is acquiring the Warrant Shares solely for Holder’s own account, for investment,
and not with a view to or for the resale, distribution, subdivision or
fractionalization thereof.  Holder has no agreement or arrangement for
any such resale, distribution, subdivision or fractionalization
thereof;

    


    (g)           Holder
acknowledges and is aware of the following:

    


    (i)           The
Company does not have a material amount of revenues from gas production or from
any other source.  Its operations have resulted in a history of
losses.  The Warrant Shares constitute a speculative investment and
involve a high degree of risk of loss by Holder of Holder’s total investment in
the Warrant Shares.

    
 

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    (ii)           That:  (a)
following the filing of the Company’s Quarterly Report on Form 10-Q with the
Securities and Exchange Commission on November 19, 2008, the Company’s financial
condition deteriorated and as of the date of this Warrant may not have improved;
(b) the Company may not have substantial cash on-hand; (c) the Company’s
liabilities may substantially exceed the Company’s cash assets; (d) the Company
may urgently needs funds to continue in existence; (e) the Company will need
substantial additional financing to pursue its business plan; and (f) there is
no assurance that the Holder will receive any return on its
investment.

    


    (iii)           There
are substantial restrictions on the transferability of the Warrant
Shares.  The Warrant Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered under the
1933 Act or an exemption from such registration is available and established to
the satisfaction of the Company.  There is no right of presentment of
the Warrant Shares and there is no obligation by the Company to repurchase any
of the Warrant Shares. As a result, Holder may have to hold the Warrant Shares
indefinitely, and it may not be possible for Holder to liquidate Holder’s
investment in the Company.

    


    (iv)           Each
certificate issued representing the Warrant Shares shall be imprinted with a
legend that sets forth a description of the restrictions on transferability of
those securities, which legend will read substantially as follows:

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATEHAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE 1933 ACT.  THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE
COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY.”

    


    [Remainder
of Page Intentionally Left Blank]

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    Warrant Shares in the amount specified
above are to be issued in the name or names set forth below.

    


    


    
      
        
          
            
              
                
                  	 
      	______________________________________
	 
      	
                          Printed
      Name of Holder

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	________________________________
	 
      	 
      	
                          Signature

                        
	 
      	 
      	 
      
	 
      	 
      	________________________________
	 
      	 
      	
                          Printed
      Name and Title

                        
	 
      	 
      	 
      
	 
      	
                          _________________________________

                        
	 
      	 
      	
                          Address

                        
	 
      	
                          _________________________________

                        
	 
      	 
      	
                          City,
      State and Zip Code

                        
	 
      	 
      	 
      
	
                           

                        	      
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