STOCK PURCHASE WARRANTPetroShare Corp. • February 3rd, 2017 • Crude petroleum & natural gas
THIS CERTIFIES that, for value received, [HOLDER], or assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time or from time to time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5 p.m. Denver time on December 31, 2019 (the “Termination Date”) unless sooner terminated in accordance with the provisions of paragraph 17 as hereinafter described but not thereafter, to subscribe for and purchase from PetroShare Corp., a Colorado corporation (the “Company”), up to [·] shares (the “Warrant Shares”) of common stock, $0.001 par value per share of the Company (the “Common Stock”). The purchase price of one share of Common Stock (as may be adjusted in accordance with the provisions hereof, the “Exercise Price”) under this Warrant shall be $3.00.
STOCK PURCHASE WARRANTStock Purchase Warrant • February 3rd, 2017 • PetroShare Corp. • Crude petroleum & natural gas
THIS CERTIFIES that, for value received, GVC Capital LLC, or assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time or from time to time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5 p.m. Denver time on December 31, 2021 (the “Termination Date”) unless sooner terminated in accordance with the provisions of paragraph 17 as hereinafter described but not thereafter, to subscribe for and purchase from PetroShare Corp., a Colorado corporation (the “Company”), up to [·] shares (the “Warrant Shares”) of common stock, $0.001 par value per share of the Company (the “Common Stock”). The purchase price of one share of Common Stock (as may be adjusted in accordance with the provisions hereof, the “Exercise Price”) under this Warrant shall be $1.50.
PLACEMENT AGENT AGREEMENT December 16, 2016Placement Agent Agreement • February 3rd, 2017 • PetroShare Corp. • Crude petroleum & natural gas • Colorado
The Company proposes to offer and sell to a limited number of accredited investors up to 120 Units (“Units”) at a price of $50,000 per Unit (the “Offering”) for a total of $6,000,000. Each Unit consists of one $50,000 Unsecured Convertible Promissory Note and 33,333 Warrants. The Notes bear interest at 10% per year and mature on December 31, 2018. The Notes can be converted at any time into shares of the Company’s common stock, initially at a conversion price of $1.50 per share. Each Warrant allows the Holder to purchase 33,333 shares of the Company’s common stock at a price of $3.00 per share.
10% UNSECURED PROMISSORY NOTEPetroShare Corp. • February 3rd, 2017 • Crude petroleum & natural gas • Colorado
This Note is one of a series of Notes, designated the 10% Unsecured Convertible Promissory Notes (individually referred to herein as a “Note,” the series of notes is referred to herein collectively as the “Notes”), aggregating up to $10,000,000 issued by the Company. All the Notes shall rank pari passu in respect to payment of principal and interest and upon any dissolution, liquidation or winding-up of the Company. Any action permitted by this Note that is taken by one holder will be deemed to have been taken by all holders in proportion to the Principal Amount of each Holder’s Note as compared to the total Principal Amount of the Notes then outstanding.
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • February 3rd, 2017 • PetroShare Corp. • Crude petroleum & natural gas • Colorado
The undersigned (“Subscriber”) wishes to subscribe for units of PetroShare Corp. (the “Company”). Each unit is comprised of one unsecured convertible promissory note in the principal amount of $50,000 (“Notes”) and warrants to purchase 33,333 shares of the Company’s common stock (“Units”). The Subscriber understands that once this Subscription Agreement is completed, it should be returned to GVC Capital LLC as the Placement Agent at 5350 S. Roslyn Street, Suite 400, Greenwood Village, CO 80111, together with a check or wire transfer for the amount of the subscription.
