FORM OF COMMON STOCK PURCHASE WARRANT empire energy holdings, inc.Imperial Resources, LLC • October 14th, 2014 • Crude petroleum & natural gas • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (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 that is 180 days from the effective date of the Registration Statement on Form S-1, No.: 333-197257 (the “Initial Exercise Date”) and on or prior to 5:00 p.m., New York time, on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Empire Energy Holdings, Inc., a Delaware corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, 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).
Form of EMPIRE ENERGY HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2014 • Imperial Resources, LLC • Crude petroleum & natural gas • New York
Empire Energy Holdings, Inc., a Delaware corporation (f/k/a Imperial Resources, LLC) (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of [_______] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), together with warrants to purchase an aggregate of _________ shares of Common Stock at an exercise price equal to $_____ per whole share (each, a “Warrant” and, collectively, the “Warrants”). Each Share shall be accompanied by a Warrant to purchase one-half additional share of Common Stock.
FORM OF WARRANT AGREEMENT EMPIRE ENERGY HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated as of [·], 2014Warrant Agreement • October 14th, 2014 • Imperial Resources, LLC • Crude petroleum & natural gas • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2014, is by and between Empire Energy Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Warrant Agent”, also referred to herein as the “Transfer Agent”).
