EXHIBIT 4.8
FORM OF OPTION GRANTED TO MR. PAUL W. BOYD
OPTION TO PURCHASE
COMMON STOCK
OF
MILLER
PETROLEUM, INC.
This is to certify
that PAUL W. BOYD (the "Holder") is entitled,
subject to the terms and conditions hereinafter set forth, to
purchase up to Two
Hundred Fifty Thousand (250,000) shares of Common Stock, par value
$0.0001 per
share (the "Common Shares"), of MILLER PETROLEUM, INC. a Tennessee
corporation
(the "Company"), from the Company at the price per share and on the
terms set
forth herein and to receive a certificate for the Common Shares so
purchased on
presentation and surrender to the Company with the subscription
form attached,
duly executed and accompanied by payment of the purchase price of
each share
purchased either in cash or by certified or bank cashier's check or
other check
payable to the order of the Company.
The purchase
rights represented by this Option are exercisable
commencing with the date hereof through and including September 23,
2013, at a
price per Common Share of $0.40.
The purchase
rights represented by this Option shall vest as follows:
o Options to purchase 125,000 Common Shares shall vest 90
days from
the date hereof;
o Options to purchase 62,500 Common Shares shall vest at such
time
as the Company has derived gross proceeds of at least
$7,500,000
through any series of financings while the Holder is employed
by
the Company; and
o Options to purchase 62,500 Common Shares shall vest at such
time
as the Company has derived
gross proceeds of at least $15,000,000
through any series of financings while the Holder is employed
by
the Company.
No Option shall be
transferable by the Holder other than by will or by
the laws of descent and distribution, and all Options shall be
exercisable
during the Holder's lifetime, only by the Holder (or, to the extent
of legal
incapacity or incompetency, the Holder's guardian or legal
representative).
The purchase
rights represented by this Option are exercisable at the
option of the registered owner hereof in whole or in part, from
time to time,
within the period specified; provided, however, that such purchase
rights shall
not be exercisable with respect to a fraction of a Common Share. In
case of the
purchase of less than all the Common Shares purchasable under this
Option, the
Company shall cancel this Option on surrender hereof and shall
execute and
deliver a new Option of like tenor and date for the balance of the
shares
purchasable hereunder.
The Company agrees
at all times to use its best efforts to reserve or
hold available a sufficient number of Common Shares to cover the
number of
Common Shares issuable on exercise of this Option.
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