EXHIBIT 10.3
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT").
THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN
ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND
REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS,
PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF
RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO
THE CORPORATION.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED
HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.
THIS CLASS B WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES.
THIS WARRANT MAY NOT BE EXERCISED IN THE
UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN
THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE
UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER
HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION TO SUCH EFFECT.
"UNITED STATES" AND "U.S. PERSON" ARE USED HEREIN
AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.
CLASS B WARRANTS
SKY PETROLEUM, INC.
(A Nevada Corporation)
Certificate Number: 2012 Class B - 000
Class B Warrants representing
the Right to Purchase
"Number" Common Shares
CLASS B WARRANTS FOR PURCHASE OF COMMON SHARES
THIS IS TO CERTIFY THAT, for value received "Name", "Address" (hereinafter
called the "holder") is entitled to subscribe for and purchase "Number" fully
paid and non-assessable common shares ("Common Shares") in the capital of Sky
Petroleum, Inc. (hereinafter called the "Company") at any time on or before 5:00
PM (Austin Time) on Janaury 20, 2014, at an exercise price of US$0.60 per Common
Share, subject to adjustment and to the provisions and terms and conditions
herein set forth.
The Class B Warrants will be void and of no value after 5:00
PM (Austin Time) on Janaury 20, 2014 (the "Expiry Time").
The Class B Warrants and the Common Shares issuable upon exercise hereof have
not been and will not be registered under the U.S. Securities Act or the
securities laws of any state of the United States.
The Class B Warrants may