Common use of Compliance with Securities Act of 1933 Clause in Contracts

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 Company. 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 Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 Company. 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 EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Series E Preferred to be issued upon exercise hereof (and the securities issuable, directly or indirectly, upon conversion of the Warrant Shares (collectivelySeries E Preferred), the “Securities”) are being acquired for investment and that such holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any such shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares 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 holder hereof shall confirm in writing that the Warrant Shares 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 Company. The shares of Series E Preferred issued upon exercise of this Warrant Shares (and the securities issuable, directly or indirectly, upon conversion of the Series E Preferred) shall be stamped or imprinted with a legend in substantially the following form (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 BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “"ACT”)") OR ANY STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT. Such legend shall be removed by the CompanyCOPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF NEW FOCUS SOLUTIONS, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedINC. AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY."

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Warrant Stock to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities this Warrant, or any such shares 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 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 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 Company. The shares of Warrant Shares Stock issued upon exercise of this Warrant (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: “NEITHER THESE SECURITIES NOR THE SECURITIES REPRESENTED HEREBY INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Such REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” Said legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the shares of Warrant Shares and the capital stock issuable to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities this Warrant, or any such shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended 1933 (the “Securities Act”) and any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares 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 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 Company. The shares of Warrant Shares issued upon exercise of this Warrant (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 AMENDED, OR ANY STATE SECURITIES LAWS AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION ANY PROPOSED TRANSFER OR RESALE IS NOT REQUIRED. Such IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” Said legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Common Stock to be issued upon exercise hereof (and the securities issuable, directly or indirectly, upon conversion of the Warrant Shares (collectivelyCommon Stock), the “Securities”) are being acquired for investment and that such holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any such shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares 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 holder hereof shall confirm in writing that the Warrant Shares 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 Company. The shares of Common Stock issued upon exercise of this Warrant Shares (and the securities issuable, directly or indirectly, upon conversion of the Common Stock) shall be stamped or imprinted with a legend in substantially the following form (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 BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “"ACT”)") OR ANY STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT. Such legend shall be removed by the CompanyCOPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF NEW FOCUS SOLUTIONS, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedINC. AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY."

Compliance with Securities Act of 1933. The Holder holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder he will not offer, sell, transfer or otherwise dispose of the Securities this Warrant or any Shares 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 holder shall confirm in writing writing, in the form of Exhibit B, that the Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale in violation resale. In addition, the holder shall provide such additional information regarding such holder’s financial and investment background as the Company may reasonably request. This Warrant and all Shares issued upon exercise of the Securities Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. The this Warrant Shares (unless registered under the Securities Act and any applicable state securities lawsAct) shall be stamped or imprinted with certain legends including a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN PRIOR WRITTEN CONSENT OF THE ABSENCE OF COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE CORPORATION COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedREQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.”

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Warrant Stock to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities this Warrant, or any such shares 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 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 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 Company. Xxxxxx further confirms that Holder is an “accredited investor” (as defined under Rule 501 of Regulation D of the Securities Act). The shares of Warrant Shares Stock issued upon exercise of this Warrant (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: “NEITHER THESE SECURITIES NOR THE SECURITIES REPRESENTED HEREBY INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Such REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” Said legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Warrant Stock to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities this Warrant or any such shares 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 lawslaws and except as may otherwise be permitted by the Purchase Agreement. Upon exercise of this Warrant, unless the Warrant Shares 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 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 Company. The shares of Warrant Shares Stock issued upon exercise of this Warrant (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: “NEITHER THESE SECURITIES NOR THE SECURITIES REPRESENTED HEREBY INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Such REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” Said legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 CompanyCorporation. 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 CompanyCorporation, upon the request of a the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 CompanyCorporation. 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 CompanyCorporation, upon the request of a the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.. Eos Petro, Inc. Common Stock Purchase Warrant Warrant Certificate No. 5

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the shares of Warrant Shares and the capital stock issuable to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities this Warrant, or any such shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended 1933 (the “Securities Act”) and any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares 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 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 Company. The shares of Warrant Shares issued upon exercise of this Warrant (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 AMENDED, OR ANY STATE SECURITIES LAWS AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION ANY PROPOSED TRANSFER OR RESALE IS NOT REQUIRED. Such IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” Said legend shall be removed by the Company, upon the request of a Holder, at such time time, as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant or any Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or 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 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 Company. The All Shares issued upon exercise of this Warrant Shares shall be stamped or imprinted (i) with any legend required pursuant to the Investor Rights Agreement and (ii) unless registered under the Securities Act and qualified under any applicable state securities laws) shall be stamped or imprinted , with a legend in substantially the following form: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENT AS STATEMENTS RELATED THERETO, or (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES UNDER THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AND SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedLAWS.”

Compliance with Securities Act of 1933. The Holder holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or 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 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 Company. The All Shares issued upon exercise of this Warrant Shares shall be stamped or imprinted (i) with any legend required pursuant to the Investor Rights Agreement and (ii) unless registered under the Securities Act and qualified under any applicable state securities laws) shall be stamped or imprinted , with a legend in substantially the following form: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENT AS STATEMENTS RELATED THERETO, or (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES UNDER THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AND SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedLAWS.”

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 Company. 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 Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 Company. 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 Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance with Securities Act of 1933. The Holder of this WarrantHolder, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder the Holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or 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 Company. The All Shares issued upon exercise of this Warrant Shares shall be stamped or imprinted (i) with any legend required pursuant to the Investor Rights Agreement and (ii) unless registered under the Securities Act and qualified under any applicable state securities laws) shall be stamped or imprinted , with a legend in substantially the following form: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENT AS STATEMENTS RELATED THERETO, or (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES UNDER THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AND SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedLAWS.”

Compliance with Securities Act of 1933. The Holder of this WarrantHolder, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder the Holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or 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 Company. The All Shares issued upon exercise of this Warrant Shares shall be stamped or imprinted (i) with any legend required pursuant to the Investor Rights Agreement and (ii) unless registered under the Securities Act and qualified under any applicable state securities laws) shall be stamped or imprinted , with a legend in substantially the following form: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENT AS STATEMENTS RELATED THERETO, OR (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES UNDER THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AND SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedLAWS.”

Compliance with Securities Act of 1933. The Holder holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable shares of Common Stock to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder will not offer, sell, transfer sell or otherwise dispose of the Securities this Warrant, or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and or 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 holder hereof shall confirm in writing that the Warrant Shares shares of Common Stock 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 Company. The This Warrant Shares and all shares of Common Stock issued upon exercise of this Warrant (unless registered under the Securities Act and qualified under any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: “NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED HEREBY HAVE NOT ISSUABLE UPON EXERCISE THEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENT AS STATEMENTS RELATED THERETO, (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, (iii) FOLLOWING RECEIPT OF NO- ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES UNDER THE ACT WERE ISSUED, DIRECTLY OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Such INDIRECTLY.” Said legend shall be removed by the Company, upon the request of a Holderholder, at such time as the restrictions on the transfer of the applicable security shall have terminated.. In addition, in connection with the issuance of this Warrant, the holder specifically represents and warrants to the Company by acceptance of this Warrant as follows:

Compliance with Securities Act of 1933. The Holder holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable Shares to be issued upon conversion of the Warrant Shares (collectively, the “Securities”) exercise hereof are being acquired for investment and that such holder he will not offer, sell, transfer or otherwise dispose of the Securities this Warrant or any Shares 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 holder shall confirm in writing writing, in the form of Exhibit B, that the Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale in violation resale. In addition, the holder shall provide such additional information regarding such holder's financial and investment background as the Company may reasonably request. This Warrant and all Shares issued upon exercise of the Securities Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. The this Warrant Shares (unless registered under the Securities Act and any applicable state securities lawsAct) shall be stamped or imprinted with certain legends including a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN PRIOR WRITTEN CONSENT OF THE ABSENCE OF COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE CORPORATION COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminatedREQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION."

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 CompanyCorporation. 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 CompanyCorporation, upon the request of a the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.. Eos Petro, Inc. Common Stock Purchase Warrant

Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of 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 CompanyCorporation. 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. Eos Petro, Inc. Common Stock Purchase Warrant Such legend shall be removed by the CompanyCorporation, upon the request of a the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.