COMMON STOCK PURCHASE WARRANT MILLER PETROLEUM, INC.Miller Petroleum Inc • July 28th, 2010 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Miller Petroleum, Inc., a Tennessee corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 26, 2010, between Miller Petroleum, Inc., a Tennessee corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2010, between Miller Petroleum, Inc., a Tennessee corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Consulting Agreement (the “Agreement”) is made as of this 12th day of March 2010 by and between Bristol Capital, LLC, a Delaware limited liability company with principal offices at 6353 W. Sunset Boulevard, Suite 4006, Hollywood, California 90028 (“Consultant”) and Miller Petroleum, Inc., a Tennessee corporation with its principal place of business at 3651 Baker Highway, Huntsville, TN 37756 (the “Company”).
The DIMIRAK Companies DIMIRAK FINANCIAL CORP. DIMIRAK SECURITIES CORP. MARKETING AGREEMENTMarketing Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Marketing Agreement (the “Agreement”) dated as of August 1, 2009 between MILLER Energy Resources, Inc., (the “Offeror”) and The Dimirak Companies, an affiliate of DIMIRAK Financial Corp. and Dimirak Securities Corp. (collectively, “Dimirak”) relates to the Offeror hiring Dimirak, as marketing agent, to sell $20,000,000 of MER Income and $25,500,000 of MER Drilling offered by the Offeror (the “Offering”) pursuant to a private placement of securities (the “Private Placement”) under Regulation D of the Securities and Exchange Act of 1933, as amended using the Private Placement Memorandum (a “PPM”) attached hereto as Exhibit A.
ContractMiller Petroleum Inc • July 28th, 2010 • Crude petroleum & natural gas • Tennessee
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
FINDER’S AGREEMENT’s Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Finder’s Agreement (“Agreement”) is made as of December 28, 2009, as per our agreement of December 18th, between Miller Petroleum, Inc. a Tennessee corporation (the “Company”), and Sutter Securities Incorporated, a California corporation (the “ Finder”). The Finder and the Company agree:
FINDER’S AGREEMENTFinder’s Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Finder’s Agreement (“Agreement”) is made as of March 18, 2010, Miller Petroleum, Inc. a Tennessee corporation (the “Company”), and Sutter Securities Incorporated, a California corporation (the “Finder”).
CONSULTING AGREEMENTConsulting Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • Texas
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of February, 2010, by and between TYLER ENERGY CONSULTING GROUP, with offices at 519 Sutherland, Tyler, TX 75703, telephone number 903-581-3817, (“Consultant”) and MILLER PETROLEUM , INC. with offices at 3651 Baker Highway, Huntsville, TN, 37756, and telephone number 423-663-9457, and fax number 423-663-9461 (“Company”), collectively the “Parties”.
