EXHIBIT 4.8
FORM OF OPTION GRANTED TO MR. PAUL W. BOYD
OPTION TO PURCHASE
COMMON STOCK
OF
MILLER PETROLEUM, INC.
This is to certify that PAUL W. BOYD (the "Holder") is entitled,
subject to the terms and conditions hereinafter set forth, to purchase up to Two
Hundred Fifty Thousand (250,000) shares of Common Stock, par value $0.0001 per
share (the "Common Shares"), of MILLER PETROLEUM, INC. a Tennessee corporation
(the "Company"), from the Company at the price per share and on the terms set
forth herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.
The purchase rights represented by this Option are exercisable
commencing with the date hereof through and including September 23, 2013, at a
price per Common Share of $0.40.
The purchase rights represented by this Option shall vest as follows:
o Options to purchase 125,000 Common Shares shall vest 90 days from
the date hereof;
o Options to purchase 62,500 Common Shares shall vest at such time
as the Company has derived gross proceeds of at least $7,500,000
through any series of financings while the Holder is employed by
the Company; and
o Options to purchase 62,500 Common Shares shall vest at such time
as the Company has derived gross proceeds of at least $15,000,000
through any series of financings while the Holder is employed by
the Company.
No Option shall be transferable by the Holder other than by will or by
the laws of descent and distribution, and all Options shall be exercisable
during the Holder's lifetime, only by the Holder (or, to the extent of legal
incapacity or incompetency, the Holder's guardian or legal representative).
The purchase rights represented by this Option are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Option, the
Company shall cancel this Option on surrender hereof and shall execute and
deliver a new Option of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to use its best efforts to reserve or
hold available a sufficient number of Common Shares to cover the number of
Common Shares issuable on exercise of this Option.
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This Option shall not entitle the holders hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) The aggregate number, price and kind of Common Shares subject to
this Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of subject
Common Shares and the Option exercise price, shall be adjusted appropriately;
and
(c) In the event of dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation, this
Option shall terminate, but the registered owner of this Option shall have the
right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise this Option in whole or in part to the extent that it
shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Option or any portion thereof
prior to fulfillment of all the following conditions:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Option, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Options and the related shares have not
been registered under the Securities Act of 1933 (the "Act"); and
(d) The placing on the certificate, as required in the sole judgment
of the Company, of an appropriate legend and the issuance of stop transfer
instructions in connection therewith if this Option and the related shares have
not been registered under the Act to the following effect:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO
THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Option to be executed
by the signature of its duly authorized officer and dated as of the date
originally authorized by the Company.
MILLER PETROLEUM, INC.
By: /s/ Scott M. Boruff
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Scott M. Boruff, Chief Executive Officer
Dated: September 23, 2008
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