FORM OF WARRANT
Warrant No. __
WARRANT TO PURCHASE A MAXIMUM OF
_____________ SHARES OF COMMON STOCK OF
PETRONATIONAL CORP.
(Void after _____, 2010)
THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT.
THIS WARRANT AND THE SHARES
PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS
SET FORTH HEREIN.
RECITALS :
WHEREAS , PetroNational Corp., a Nevada corporation (the "
Company ") and __________________________________
(“ Holder ”) have entered into that
certain Securities Purchase Agreement, dated of even date herewith
(the " Agreement "); and
WHEREAS , the Company has agreed to
grant to Holder, this Warrant to purchase shares of the Company's
common stock in connection with the execution and delivery of the
Securities Purchase Agreement;
NOW, THEREFORE , the
Company hereby grants the Holder the rights set forth
herein.
This certifies that the Holder, or assigns,
for value received, will be entitled to purchase from the Company,
subject to the terms set forth below, a maximum of
_________________________ fully paid and non-assessable shares
(subject to adjustment as provided herein) of the Company’s
Common Stock (the “ Warrant Shares ”) for
cash at a price of $0.15 per share (the “ Exercise
Price ”) (subject to adjustment as provided herein)
at any time or from time to time up to and including 5:00 p.m.
(Eastern Time) (subject to Section 1 below) on
____________________, 2010, such day being referred to herein as
the “ Expiration Date ,” upon surrender
to the Company at its principal office (or at such other location
as the Company may advise the Holder in writing) of this Warrant
properly endorsed with the Form of Subscription attached hereto
duly filled in and signed and upon payment in cash, wire transfer
or by check of the aggregate Exercise Price for the number of
shares for which this Warrant is being exercised determined in
accordance with the provisions hereof. The Exercise Price is
subject to adjustment as provided in Section 3 of this Warrant.
This Warrant is issued subject to the following terms and
conditions:
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1.
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Exercise, Issuance of
Certificates, Reduction in Number of Warrant Shares
. This Warrant is exercisable at the option of the
Holder of record hereof on or prior to the Expiration Date, at any
time or from time to time, for all or any part of the Warrant
Shares (but not for a fraction of a share) which may be purchased
hereunder, as that number may be adjusted pursuant to Section 3 of
this Warrant. The Company agrees that the Warrant Shares purchased
under this Warrant shall be and are deemed to be issued to the
Holder hereof as the record owner of such Warrant Shares as of the
close of business on the date on which this Warrant shall have been
surrendered, properly endorsed, the completed and executed Form of
Subscription delivered, and payment made
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for such Warrant Shares.
Certificates for the Warrant Shares so purchased, together with any
other securities or property to which the Holder hereof is entitled
upon such exercise, shall be delivered to the Holder hereof by the
Company at the Company’s expense as soon as practicable after
the rights represented by this Warrant have been so exercised. In
case of a purchase of less than all the Warrant Shares which may be
purchased under this Warrant, the Company shall cancel this Warrant
and execute and deliver to the Holder hereof within a reasonable
time a new Warrant of like tenor for the balance of the Warrant
Shares purchasable under the Warrant surrendered upon such
purchase. Each stock certificate so delivered shall be registered
in the name of such Holder.
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2.
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Shares to be Fully Paid;
Reservation of Shares . The
Company covenants and agrees that all Warrant Shares, will, upon
issuance and, if applicable, payment of the applicable Exercise
Price, be duly authorized, validly issued, fully paid and
non-assessable, and free of all preemptive rights, liens and
encumbrances, except for restrictions on transfer provided for
herein or under applicable federal and state securities laws. The
Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of
providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to this Warrant, such number of shares of
Common Stock as shall, from time to time, be sufficient
therefor.
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3.
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Adjustment of Exercise
Price and Number of Shares . The
Exercise Price and the total number of Warrant Shares shall be
subject to adjustment from time to time upon the occurrence of
certain events described in this Section 3. Upon each adjustment of
the Exercise Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior
to such adjustment, and dividing the product thereof by the
Exercise Price resulting from such adjustment.
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3.1.
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Subdivision or Combination
of Stock . In case
the Company shall at any time split or subdivide its outstanding
shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such split or
subdivision shall be proportionately reduced and the number of
Warrant Shares issuable hereunder proportionately increased, and
conversely, in case the outstanding shares of the Common Stock of
the Company shall be combined into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares
issuable hereunder proportionately decreased.
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3.2.
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Reclassification . If any reclassification of the capital stock
of the Company or any reorganization, consolidation, merger, or any
sale, lease, license, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all, of the business and/or assets of the Company
(the “ Reclassification Events ”) shall
be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property,
then, as a condition of such Reclassification Event lawful and
adequate provisions shall be made whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the
shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights
represented hereby) such shares of stock, securities, or other
assets or property as may be issued or payable with respect to or
in exchange for a number of outstanding shares of such Common Stock
equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the rights
represented hereby. In any Reclassification Event, appropriate
provision shall be made with respect to the rights and interests of
the Holder o
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