Petrol Oil & Gas Inc – FORM OF COMMON STOCK PURCHASE WARRANT (December 29th, 2008)EXHIBIT 4.1 EXHIBIT A THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Right to Purchase up to 1,000,000 Shares of Common Stock of Petrol Oil and Gas, Inc. (subject to adjustment as provided herein) FORM OF COMMON STOCK PURCHASE WARRANT No. POIG-001
Petrol Oil & Gas Inc – EMPLOYMENT AGREEMENT (October 9th, 2008)EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT ("Agreement") is made and entered into this 3rd day of October 2008 by and between PETROL OIL and GAS, INC., a Nevada corporation ("Company") and Loren Moll, an individual ("Executive"). RECITALS: A. Company is engaged in the business of oil and gas exploration and production and desires to employ Executive as President and Chief Executive Officer on a full time and exclusive basis subject to the further terms and conditions of this Agreement. B. Since May 4, 2007, Executive has acted as interim President and Chief Executive Officer of the Company without a written compensation agreement. C
Petrol Oil & Gas Inc – AMENDMENT TO 2006 STOCK OPTION PLAN (July 15th, 2008)
Petrol Oil & Gas Inc – FORECLOSURE-RELATED AGREEMENT (May 2nd, 2008)Execution Copy Exhibit 10.1 ------------ FORECLOSURE-RELATED AGREEMENT THIS FORECLOSURE-RELATED AGREEMENT (the "Agreement") is made and entered into as of April 30, 2008, by and among Petrol Oil and Gas, Inc., a Nevada corporation ("POIG"), Neodesha Pipeline, Inc., a Nevada corporation ("Neodesha"), Coal Creek Pipeline, Inc., a Nevada corporation ("Coal Creek," POIG, Neodesha and Coal Creek are collectively referred to as "Petrol"), LV Administrative Services, Inc. ("LV"), administrative and collateral agent for Laurus Master Fund, Ltd. ("Laurus"), Valens Offshore SPV I, Ltd. ("Valens Offshore"), Valens U.S. SPV I, LLC ("Valens US"), Calliope Capital Corporation ("Calliope") and Pallas Production Corp. ("Pallas", and together with, Laurus, Valens
Petrol Oil & Gas Inc – AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PETROL OIL AND GAS, INC. (adopted May 4, 2007) (May 8th, 2007)
Petrol Oil & Gas Inc – RETIREMENT AGREEMENT (May 8th, 2007)This Agreement (“Agreement”) is made by and between Paul T. Branagan (“Employee”) and Petrol Oil and Gas, Inc., a Nevada corporation (the “Company”) (hereinafter collectively “the parties”).
Petrol Oil & Gas Inc – AMENDED AND RESTATED CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF PETROL OIL AND GAS, INC. (adopted May 4, 2007) (May 8th, 2007)The primary purpose of the Nominating and Corporate Governance Committee (the "Committee") of Petrol Oil and Gas, Inc. (the "Company") is to (1) identify individuals qualified to become members of the Board of Directors (the "Board") of the Company, consistent with criteria approved by the Board, and to recommend to the Board proposed nominees for Board membership and election at the next annual meeting of stockholders; (2) recommend to the Board directors to serve on each standing committee of the Board; (3) lead the Board in its annual review of the Board's performance; (4) develop and recommend to the Board a set of Corporate Governance Guidelines; and (5) in general, take a leadership role in shaping the corporate governance of the Company.
Petrol Oil & Gas Inc – CORPORATE GOVERNANCE GUIDELINES PETROL OIL AND GAS, INC. (adopted May 4, 2007) (May 8th, 2007)The purpose of these Corporate Governance Guidelines ("Guidelines") is to enhance the performance of both the Board of Directors (the "Board") and management of Petrol Oil and Gas, Inc. (the "Company") in order to better serve the interests of the Company's stockholders and the Company's other constituencies. The Board and senior management share a common commitment to remain vigilant in their ongoing pursuit of compliance and excellence in the realm of corporate governance.
Petrol Oil & Gas Inc – AUDIT COMMITTEE COMPLAINT POLICY AND PROCEDURES PETROL OIL AND GAS, INC. (adopted May 4, 2007) (May 8th, 2007)Petrol Oil and Gas, Inc. and its subsidiaries (collectively, the "Company") and their respective stockholders have a right to expect that its directors, officers and employees will conduct its business in compliance with all applicable laws and the high level of integrity reflected in the Code of Business Conduct and Ethics applicable to all directors, officers and employees of the Company (the "Code of Ethics"). A primary objective of this compliance is to ensure that the Company will consistently provide public disclosure of its financial performance and its business in a manner that is accurate, complete, fair, timely and understandable.
Petrol Oil & Gas Inc – 2006 STOCK OPTION PLAN (November 2nd, 2006)
Petrol Oil & Gas Inc – Contract (June 15th, 2006)THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – SECOND AMENDMENT TO AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION by and among PETROL OIL AND GAS, INC., AS MORTGAGOR NEODESHA PIPELINE, INC., AS MORTGAGOR COAL CREEK PIPELINE INC., AS MORTGAGOR with offices at: 3161 E. Warm Springs Road, Suite 300 Las Vegas, Nevada 89120 and LAURUS MASTER FUND, LTD., AS MORTGAGEE with offices at: New York, New York 10022 Dated: As of May 31, 2006 (June 15th, 2006)THIS SECOND AMENDMENT TO AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION dated as of May 31, 2006 (as the same may be amended or otherwise modified from time to time, this “Amendment”) by and among PETROL OIL AND GAS, INC., a Nevada corporation, as Mortgagor (“Petrol”), Neodesha Pipeline, Inc., a Nevada corporation, as Mortgagor (“Neodesha”), Coal Creek Pipeline, Inc., a Nevada corporation, as Mortgagor (“Coal Creek” together with Petrol and Neodesha, each a “Mortgagor” and collectively, “Mortgagors”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Mortgagee”).
Petrol Oil & Gas Inc – REGISTRATION RIGHTS AGREEMENT (June 15th, 2006)This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Warrant referred to therein.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (June 15th, 2006)LAS VEGAS--(BUSINESS WIRE)--June 7, 2006--Petrol Oil and Gas, Inc. (OTCBB: POIG - News) announced today the closing of an additional $10 million to support its expanded development program on its Coal Creek Project. This third tranche represents $25 million in funding recently acquired from Laurus Master Fund in an agreement that provides debt financing of up to $50 million.
Petrol Oil & Gas Inc – SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and PETROL OIL AND GAS, INC. Dated: May 31, 2006 (June 15th, 2006)THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2006, by and between PETROL OIL AND GAS, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
Petrol Oil & Gas Inc – Contract (June 15th, 2006)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – Contract (June 15th, 2006)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – Contract (June 15th, 2006)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (April 20th, 2006)LAS VEGAS--(BUSINESS WIRE)--April 18, 2006--Petrol Oil and Gas, Inc. (OTC BB: POIG - News) announced today the recent closing of escrow on an additional $5 million to support its expanded drilling program on its Coal Creek Project. This is the second funding tranche in an agreement with Laurus Master Funds to provide debt financing of up to $50 million.
Petrol Oil & Gas Inc – Contract (April 11th, 2006)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – REGISTRATION RIGHTS AGREEMENT (April 11th, 2006)This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Warrant referred to therein.
Petrol Oil & Gas Inc – Contract (April 11th, 2006)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and PETROL OIL AND GAS, INC. Dated: March 31, 2006 (April 11th, 2006)THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and between PETROL OIL AND GAS, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
Petrol Oil & Gas Inc – FIRST AMENDMENT TO AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION by and among PETROL OIL AND GAS, INC., AS MORTGAGOR NEODESHA PIPELINE, INC., AS MORTGAGOR COAL CREEK PIPELINE INC., AS MORTGAGOR and LAURUS MASTER FUND, LTD., AS MORTGAGEE Dated: As of March 31, 2006 (April 11th, 2006)THIS FIRST AMENDMENT TO AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION dated as of March 31, 2006 (as the same may be amended or otherwise modified from time to time, this “Amendment”) by and among PETROL OIL AND GAS, INC., a Nevada corporation, as Mortgagor (“Petrol”), Neodesha Pipeline, Inc., a Nevada corporation, as Mortgagor (“Neodesha”), Coal Creek Pipeline, Inc., a Nevada corporation, as Mortgagor (“Coal Creek” together with Petrol and Neodesha, each a “Mortgagor” and collectively, “Mortgagors”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Mortgagee”).
Petrol Oil & Gas Inc – Contract (April 11th, 2006)THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (April 5th, 2006)LAS VEGAS--(BUSINESS WIRE)--March 30, 2006--Petrol Oil and Gas, Inc. (OTCBB: POIG - News) today announced operating results for the year ended December 31, 2005. Petrol reported record revenue of $6,040,957 compared to $866,924 in fiscal 2004. Petrol had a net loss for fiscal 2005 of $5,963,795, or $0.23 per share, compared to a loss of $4,523,907, or $0.22 per share for the same period in 2004. The 2005 results included $2,183,274 in non-cash charges related to stock-based compensation and financing activities. The 2004 results included $2,211,598 in non-cash charges relating to stock-based compensation, asset acquisitions and financing activities. Petrol ended the year with cash of $8.4 million.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (March 27th, 2006)LAS VEGAS--(BUSINESS WIRE)--March 24, 2006--Petrol Oil and Gas, Inc. (OTCBB:POIG - News), an independent energy exploration and development company with properties in Kansas and Missouri, announced today that it will release its fourth quarter and year-end results for the year ended December 31, 2005 on Thursday, March 30th after the market closes.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (February 7th, 2006)LAS VEGAS--(BUSINESS WIRE)--Feb. 6, 2006--Petrol Oil and Gas, Inc. (OTCBB:POIG - News), an independent energy exploration and development company with properties in Kansas and Missouri, today announced that its Chairman and CEO, Paul Branagan, will address the Independent Petroleum Association of America (IPAA) Oil & Gas Investment Symposium (OGIS) Small Cap to be held February 7-9, 2006 at The Westin Diplomat Hotel in Hollywood, Florida.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas Inc. (January 24th, 2006)LAS VEGAS--(BUSINESS WIRE)--Jan. 17, 2006--Petrol Oil and Gas Inc. (OTCBB: POIG - News) announced today that it has signed an agreement with Enbridge Pipeline (ENB) to connect a second gas injection tap on the ENB interstate pipeline system. This injection tap will serve as the second sales point for Petrol to market natural gas produced from its vast 82,000 acre Coal Creek project. Petrol's production wells will produce natural gas directly into a local gas gathering pipeline system, owned and operated by its wholly owned subsidiary Coal Creek Pipeline, who will in turn transport, process and pressurize Petrol's gas before injecting it into the ENB sales point. The agreement is expected to allow Petrol to significantly increase gas production from the Coal Creek project.
Petrol Oil & Gas Inc – Press Release Source: Petrol Oil and Gas, Inc. (January 6th, 2006)LAS VEGAS--(BUSINESS WIRE)--Jan. 4, 2006--Petrol Oil and Gas, Inc. (OTCBB:POIG - News) announced today that it has successfully completed the drilling of its third new well in December on its Petrol-Neodesha property in southeast Kansas. Petrol successfully drilled fourteen gas bearing coal bed methane (CBM) wells in Fiscal 2005 in Petrol-Neodesha, representing a 100% success rate. Petrol expects to continue an aggressive drilling program throughout 2006.
Petrol Oil & Gas Inc – Petrol Oil and Gas Enters Into Agreement to Transport Natural Gas Production Agreement to Facilitate Gas Sales from 82,000 Acre Coal Creek Project (December 16th, 2005)LAS VEGAS, Dec 13, 2005 (BUSINESS WIRE) -- Petrol Oil and Gas, Inc. (OTCBB: POIG) announced today that it has entered into a long term contract with Coal Creek Pipeline, Inc. (CCP), whereby CCP will transport, process and sell Petrol's natural gas production from its prolific 82,000 acre Coal Creek Project in southeast Kansas. CCP, a wholly owned subsidiary of Petrol Oil and Gas Inc, began the development of the local gas gathering and processing infrastructures that will connect Petrol's producing gas wells to the Enbridge (ENB) interstate pipeline system for gas sales into the midwest and east.
Petrol Oil & Gas Inc – SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and PETROL OIL AND GAS, INC. Dated: October 31, 2005 (December 1st, 2005)THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2005, by and between PETROL OIL AND GAS, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
Petrol Oil & Gas Inc – AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION FROM PETROL OIL AND GAS, INC., AS MORTGAGOR (“PETROL”), NEODESHA PIPELINE, INC., AS MORTGAGOR (“NEODESHA”) AND COAL CREEK PIPELINE INC., AS MORTGAGOR (“COAL CREEK”) (PETROL, NEODESHA AND COAL CREEK, COLLECTIVELY, “MORTGAGORS”) TO LAURUS MASTER FUND, LTD., AS MORTGAGEE (December 1st, 2005)THIS MORTGAGE IS, AMONG OTHER THINGS, A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE COVERING MINERALS, AS-EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), ACCOUNTS RESULTING FROM THE SALE OF MINERALS, AS EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), AND GOODS WHICH ARE, OR ARE TO BECOME, FIXTURES ON THE REAL/UNMOVABLE PROPERTY HEREIN DESCRIBED. THE OIL AND GAS INTERESTS OR ACCOUNTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELLHEADS LOCATED ON THE REAL/UNMOVABLE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO. THIS MORTGAGE IS TO BE RECORDED IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTY OR PARISH RECORDER OF EACH COUNTY OR PARISH IN EACH STATE IN WHICH IS SITUATED ANY OF THE COLLATERAL COVERED HEREBY. THE REAL/UNMOVABLE PROPERTY SUBJECT HERETO IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.
Petrol Oil & Gas Inc – Contract (December 1st, 2005)THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Petrol Oil & Gas Inc – Contract (December 1st, 2005)THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
