EXHIBIT 4.6
Warrant No.
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF MAY BE TRANSFERRED EXCEPT IN A TRANSACTION REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR WHICH IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THAT ACT.
VOID AFTER 5:00 P.M. NEW YORK TIME, ON ,2001
AMERICAN INTERNATIONAL PETROLEUM, INC.
Warrant to Purchase Shares of Common Stock
_______ Shares
THIS CERTIFIES that, for good and valuable consideration received, (the
"Holder"), with an office/residence at , is entitled to subscribe for and
purchase from AMERICAN INTERNATIONAL PETROLEUM, INC., a Nevada corporation (the
"Company"), upon the terms and conditions set forth herein, at any time or from
time to time until 5:00 P.M. New York City time on _______ , 2001 (the
"Expiration Date"), all or any portion of _______ thousand ( ) shares of the
Company's Common Stock, par value $.08 per share, subject to adjustment as
provided herein (the "Warrant Shares"), at a price of fifty cents ($.50) per
share, subject to adjustment as provided herein (the "Exercise Price"). This
Warrant shall not be redeemable by the Company. The term "Common Stock" as used
herein shall mean the Company's Common Stock, par value $.08 per share. This
Warrant may not be sold, transferred, assigned or hypothecated at any time,
except as permitted by applicable law and the terms of this Warrant, and the
term the "Holder" as used herein shall include any transferee to whom this
Warrant has been transferred.
1. Method of Exercise. This Warrant Certificate may
be exercised at any time prior to the Expiration Date, as to the whole or any
lesser number of Warrant Shares, by presentation and surrender of this Warrant
to the Company at its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ or at such other place as may be designated in writing by the
Company, or at the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed (with signature guaranteed if required by the
Company or its stock transfer agent) and accompanied by the payment of the
aggregate Exercise Price in cash or certified or bank cashier's check payable to
the order of the Company in an amount equal to the Exercise Price multiplied by
the number of Warrant Shares for which this Warrant is being exercised and any
applicable tax withholding amount due.
2. Issuance of Certificates. Upon receipt by the Company of the Warrant
at its office, or by the stock transfer agent of the Company at its office, in
proper form for exercise, together with the Exercise Price thereof and taxes as
aforesaid and the investment letter described below, the Holder shall be deemed
to be the holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing such Warrant Shares shall not then have been actually
delivered to the Holder. It shall be a condition of the exercise of the Warrant
that the Holder shall deliver to the Company an investment letter in the form
customarily used by the Company from time-to-time in connection with the
exercise of non-registered options and warrants which are issued by the Company.
As soon as practicable after each such exercise of this Warrant, the Company
shall issue and deliver to the Holder a certificate or certificates for the
Warrant Shares issuable upon such exercise, registered in the name of the Holder
or his designee. It is further understood that certificates for the Warrant
shares shall contain a restrictive legend in accordance with Section 9 hereof.
If this Warrant should be exercised in part only, upon surrender of this Warrant
for cancellation, the Company shall execute and deliver a new Warrant
certificate evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.
3. Recording of Transfer. Subject to the last sentence of this Section
3, the Holder may transfer or assign all of his Warrants to one person,
provided, however, that such Warrant may be transferred to more than one person
with the Company's consent. Upon surrender of this Warrant to the Company at its
principal office or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed (with signature guaranteed, if
required by the Company or its stock transfer agent) and funds sufficient to pay
any transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall be promptly cancelled. Any warrants issued upon the transfer
or exercise in part of this Warrant shall be numbered and shall be registered in
a Warrant Register as they are issued. The Company shall be entitled to treat
the registered holder of any Warrant on the Warrant Register as the owner in
fact thereof for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in such Warrant on the part of any other person.
Notwithstanding the foregoing, the Company shall have no obligation to cause
this Warrant to be transferred on its books to any person if, in the written
opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder.
-2-
4. Reservation of Common Stock. The Company currently has and shall at
all times reserve and keep available out of its authorized and unissued Common
Stock, solely for the purpose of providing for the exercise of the warrants,
such number of shares of Common Stock as shall, from time to time, be sufficient
therefor. The Company covenants that all shares of Common Stock issuable upon
exercise of this Warrant, upon receipt by the Company of the full payment
therefor, shall be validly issued, fully paid, nonassessable and free of
preemptive rights.
5. Exercise Price Adjustments. Subject to the provisions of this
Section 5, the Exercise Price in effect from time to time shall be subject to
adjustment, as follows:
(a) In case the Company shall at any time after the date
hereof (i) declare a dividend or make a distribution on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, but including any such
reclassification in connection with the consolidation or merger of the Company
with or into another corporation (other than a merger in which the Company is
the continuing corporation and which does not result in any reclassification or
change of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the warrants), then, in each case, the Exercise Price
in effect, and the number of shares of Common Stock issuable upon exercise of
the warrants outstanding, at the time of the record date for such dividend or at
the effective date of such subdivision, combination or reclassification, shall
be proportionately adjusted so that the holder of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and immediately thereafter been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) Whenever there shall be an adjustment as provided in
this Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at his
address set forth above or any different address as may appear from time to time
in the Warrant Register, which notice shall be accompanied by an officer's
certificate setting forth the number of Warrant Shares issuable hereunder and
the exercise price thereof after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof,
which officer's certificate
-3-
shall be conclusive evidence of the correctness of any such adjustment absent
manifest error.
(c) The Company shall not be required to issue fractions
of shares of Common Stock or fractions of shares of other capital stock of the
Company upon the exercise of this Warrant. If any fraction of a share would be
issuable upon the exercise of this Warrant (or specified portions thereof), the
Company may issue a whole share in lieu of such fraction or the Company may
purchase such fraction for an amount in cash equal to the same fraction of the
Current Market Price of such share of Common Stock on the date of exercise of
this Warrant.
(d) The Current Market Price per share of Common Stock on
any date shall be deemed to be the average of the daily closing prices for the
thirty (30) consecutive trading days immediately preceding the date in question.
The closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the closing bid
price regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or a similar organization
if NASDAQ is no longer reporting such information. If on any such date the
Common Stock is not listed or admitted to trading on any national securities
exchange and is not quoted by NASDAQ or any similar organization, the fair value
of a share of Common Stock on such date, as determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive
absent manifest error, shall be used.
(e) No adjustment in the Exercise Price shall be required
if such adjustment is less than $0.05; provided, however, that any adjustments
which by reason of this Section 5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 5 shall be made to the nearest cent.
(f) Upon each adjustment of the Exercise Price as a result
of the calculations made in this Section 5, the Warrants shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares of Common Stock (calculated to the nearest hundredth) obtained by
dividing (i) the product obtained by multiplying (X) the number of shares of
Common Stock purchasable upon exercise of the Warrants prior to the adjustment
of the number of shares of Common Stock by (Y) the Exercise Price in effect
prior to the adjustment of the Exercise Price by (ii) the Exercise Price in
effect after such adjustment of the Exercise Price.
-4-
6. (a) Consolidations and Mergers. In case of any
consolidation with or merger of the Company with or into another corporation
(other than a merger or consolidation in which the Company is the surviving or
continuing corporation and which does not result in any reclassification of the
outstanding shares of Common Stock or the conversion of such outstanding shares
of Common Stock into shares of other stock or other securities or property), or
in case of any sale, lease or conveyance to another corporation of the property
and assets of any nature of the Company as an entirety or substantially as an
entirety (such actions being hereinafter collectively referred to as
"Reorganizations"), there shall thereafter be deliverable upon exercise of this
Warrant (in lieu of the number of shares of Common Stock theretofore
deliverable) the kind and amount of shares of stock or other securities, cash or
other property which would otherwise have been deliverable to a holder of the
number of shares of Common Stock upon the exercise of this Warrant upon such
Reorganization if this Warrant had been exercised in full immediately prior to
such Reorganization. In case of any Reorganization, appropriate adjustment, as
determined in good faith by the Board of Directors of the Company, shall be made
in the application of the provisions herein set forth with respect to the rights
and interests of the Holder so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any shares or
other property thereafter deliverable upon exercise of this Warrant. Any such
adjustment shall be made by and set forth in a supplemental agreement between
the Company, or any successor thereto, and the Holder and shall for all purposes
hereof conclusively be deemed to be an appropriate adjustment. The Company shall
not effect any such Reorganization unless upon or prior to the consummation
thereof the successor corporation, or if the Company shall be the surviving
corporation in any such Reorganization and is not the issuer of the shares of
stock or other securities or property to be delivered to holders of shares of
the Common Stock outstanding at the effective time thereof, then such issuer,
shall assume by written instrument the obligation to deliver to the Holder such
shares of stock, securities, cash or other property as the Holder shall be
entitled to purchase in accordance with the foregoing provisions.
(b) In case of any reclassification or change of the
shares of Common Stock issuable upon exercise of this Warrant (other than a
change in par value or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), or in case of any consolidation
or merger of another corporation into the Company in which the Company is the
continuing corporation and in which there is a reclassification or change
(including a change to the right to receive cash or other property) of the
shares of Common Stock (other than a change in par value, or from no par value
to a
-5-
specified par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), the Holder shall have the right thereafter to receive upon exercise of
this Warrant solely the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such reclassification,
change, consolidation or merger by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.
(c) The above provisions of this Section 6 shall
similarly apply to successive reclassifications and changes of shares of Common
Stock and to successive consolidations, mergers, sales, leases, or conveyances.
7. Notice of Certain Events. In case at any time any of the following
occur:
(a) The Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company; or
(b) The Company shall offer to all the holders of its
Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor; or
(c) The Company shall take any action to effect any
reclassification or change of outstanding shares of Common Stock or any
consolidation, merger, sale, lease or conveyance of property, described in
Section 6; or
(d) The Company shall take any action to effect any
liquidation, dissolution or winding-up of the Company or a sale of all or
substantially all of its property, assets and business;
then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it appears above, or if different, as it appears in the
Warrant Register, mailed at least fifteen (15) days prior to (i) the date as of
which the holders of record of shares of Common Stock to be entitled to receive
any such dividend, distribution, rights, warrants or other securities are to
-6-
be determined, (ii) the date on which any such offer to holders of Common Stock
is made, or (iii) the date on which any such reclassification, change of
outstanding shares of Common Stock, consolidation, merger, sale, lease,
conveyance of property, liquidation, dissolution or winding-up is expected to
become effective and the date as of which it is expected that holders of record
of shares of Common Stock shall be entitled to exchange their shares for
securities or other property, if any, deliverable upon such reclassification,
change of outstanding shares, consolidation, merger, sale, lease, conveyance of
property, liquidation, dissolution or winding-up.
8. Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant and the delivery of certificates or other instruments
representing such shares or other securities shall be made without charge to the
Holder for any tax or other charge in respect of such issuance. The Company
shall neither be liable for any withholding taxes due as a result of such
exercise nor be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder. Furthermore, the Company shall not be required to issue
or deliver any such certificate unless and until the person requesting the issue
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid or
not required to be withheld.
9. Legend. Unless registered under the Securities Act of 1933, the
Warrant Shares issued upon exercise of the Warrant shall bear the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THESE SHARES MAY NOT BE OFFERED OR SOLD, EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) IN A TRANSACTION
WHICH IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
10. Registration Rights.
(a) Commencing on the date hereof and through such date as the
holder of the Warrant or Warrant Shares can transfer the Warrant Shares pursuant
to Rule 144 or Rule 144A (or any successor provisions) under the Act or such
public transfer would otherwise be exempt from the registration requirements of
the Act, the Company shall advise the Holder of the Warrant or of the Warrant
Shares, by written notice at least 45 days prior to the filing of any
registration statement or post-effective amendment thereto ("Registration
Statement") under the Act, covering a public offering of securities of the
Company (other than a registration relating solely to the sale of securities to
participants in a
-7-
stock plan of the Company, or a registration on any other form which does not
permit secondary sales) and shall, except as otherwise provided herein, register
in any such Registration Statement the number of Warrant Shares that the Holder
shall notify the Company within twenty (20) days after mailing of such notice by
the Company that it desires to register and shall include in any such
Registration Statement such information as may be required to permit a public
offering of such Warrant Shares, provided, however, that the Holder notify the
Company that it desires to register all of his Warrant Shares. The Company shall
supply prospectuses and other documents as the Holder may reasonably request in
order to facilitate the public sale or other disposition of the Warrant Shares.
The Company shall bear the entire cost and expense of a registration of
securities initiated by it under this subsection (a). The Holder shall, however,
bear any transfer taxes and underwriting discounts or commissions applicable to
the Warrant Shares sold by it and any legal fees incurred by it. The Company may
include other securities in any such Registration Statement. The Company shall
do any and all other acts and things which may be necessary or desirable to
enable the Holder to consummate the public sale or other disposition of the
Warrant Shares, and furnish indemnification in the manner as set forth in
subsection (c) of this Section 10, but shall not be required to qualify as a
foreign corporation to qualify the Warrant Shares for sale under the securities
laws of any state. The Holder shall furnish information and indemnification as
set forth in subsection (c)(1) of this Section 10. All decisions as to whether
and when to proceed with any Registration Statement shall be made solely by the
Company.
In connection with any offering involving an underwriting of shares of
the Company's securities, the Company shall not be required to include any of
the Warrant Shares in such underwriting unless the Holders accept the terms of
the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters).
(b) Notwithstanding the foregoing subsection (a), in the event that
there is an underwritten offering of the Company's securities offered pursuant
to said Registration Statement, the underwriters shall have the right to refuse
to permit any Warrant Shares, or to limit the amount of Warrant Shares, to be
sold by the Holder to such underwriters as such underwriter(s) may determine in
its discretion and at the reasonable discretion of the underwriter, the Holder
shall refrain from selling such Warrant Shares covered by such Registration
Statement at the market for the period of days following the effective date,
which period shall not exceed six (6) months, and shall also refrain at any time
when notified by the Company that an amendment or supplement to the prospectus
is required. The Company shall not be obligated to keep any Registration
Statement effective for a continuous period of the greater of 120 days or 45
days after the end of the aforementioned lock-up period, provided, however, the
Company shall not be required to keep such Registration Statement effective
beyond such time as all Warrant Shares included in the Registration Statement
have been sold.
-8-
(c)(1) Whenever pursuant to this Section 10 a Registration Statement
relating to the Warrant Shares is filed under the Act or amended or supplemented
thereto, the Company will indemnify and hold harmless the Holder if covered by
such Registration Statement, amendment or supplement (such Holder being
hereinafter called the "Distributing Holder"), and each person, if any who
controls (within the meaning of the Act) the Distributing Holder, against any
losses, claims, damages or liabilities, joint or several, to which the
Distributing Holder or any such controlling person may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any such
Registration Statement or any preliminary prospectus or final prospectus
constituting a part thereof or any amendment or supplement thereto or arise out
of or are based upon the omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading and
will reimburse the Distributing Holder and each such controlling person for any
legal or other expenses reasonably incurred by the Distributing Holder and each
such controlling person for any legal or other expenses reasonably incurred by
the Distributing Holder or such controlling person or underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action, provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said Registration Statement, preliminary prospectus,
final prospectus or amendment or supplement, in reliance upon and in conformity
with written information furnished by the Distributing Holder or underwriter for
use in the preparation thereof.
(2) To the extent permitted by law, the Distributing Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed said Registration Statement and such amendments and
supplements thereto, each person, if any, who controls the Company (within the
meaning of the Act) and the Company's underwriters) and each person, if any, who
controls such underwriters (within the meaning of the Act) against any losses,
claims, damages or liabilities to which the Company or any such director,
officer, underwriter or controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, or liabilities arise out of
or are based upon any untrue or alleged untrue statement of any material fact
contained in said Registration Statement, preliminary prospectus, final
-9-
prospectus, or amendment or supplement, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent but only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in said
Registration Statement, preliminary prospectus, final prospectus or amendment or
supplement, in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof and
will reimburse the Company or underwriter or any such director, officer or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action.
(3) Promptly after receipt by an indemnified party under this
subsection c of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party, otherwise than under this
subsection c.
(4) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and to the extent that it
may wish, jointly with any other indemnifying party similarly notified to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this subsection c for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.
(5) The Company's agreements with respect to Warrant Shares in this
Section 10 shall continue in effect regardless of the exercise or surrender of
the Warrant.
(6) The Holder shall not have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 10.
11. Replacement of Warrants. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant (and
upon surrender of any Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.
12. No Rights as Stockholder. The Holder of any Warrant shall not
have, solely on account of such status, any rights of a stockholder of the
Company, either at law or in equity, or to any notice of meetings of
stockholders or of any other proceedings of the Company, except as provided in
this Warrant.
-10-
13. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of this Warrant, to the
address of such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth on the
first page of this Warrant or to such other address as the Company may designate
by notice to the Holder.
14. Successors. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.
15. Headings. The Article and Section headings in this Warrant are
inserted for purposes of convenience only and shall have no substantive effect.
16. Governing Law. This Warrant shall be construed in accordance with
the laws of the State of New York applicable to contracts made and performed
within such State, without regard to principles of conflicts of law.
17. Modification of Agreement. This Warrant shall not otherwise be
modified, supplemented or amended in any respect unless such modification,
supplement or amendment is in writing and signed by the Company and the Holder
of this Warrant and Holders of any portion of the Warrant subsequently assigned
or transferred in accordance with the terms of this Warrant.
18. Consent to Jurisdiction. The Company and the Holder irrevocably
consent to the jurisdiction of the courts of the State of New York and of any
federal court located in such State in connection with any action or proceeding
arising out of or relating to this Warrant, any document or instrument delivered
pursuant to, in connection with or simultaneously with this Warrant, or a breach
of this Warrant or any such document or instrument. In any such action or
proceeding, the Company waives personal service of any summons, complaint or
other process and agrees that service thereof may be made in accordance with
Section 13 hereof.
-11-
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the date set forth below.
Dated: , 1996 AMERICAN INTERNATIONAL
PETROLEUM, INC.
By:____________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman & CEO
-12-
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the attached Warrant.)
FOR VALUE RECEIVED, _______________________ hereby sells,
assigns, and transfers unto _________________, having an address at
______________________________ _______________________, the attached Warrant
(having an exercise price of $ . per share) to the extent of the right to
purchase shares of Common Stock, $.08 par value per share, of AMERICAN
INTERNATIONAL PETROLEUM, INC. (the "Company"), together with all right, title,
and interest therein, and does hereby irrevocably constitute and appoint
_________________ as attorney to transfer such Warrant on the books of the
Company, with full power of substitution.
Dated: _______________, 199_
______________________________
Print name of holder of Warrant
By:__________________________
Name:
Title:
NOTICE
The signature on the foregoing Assignment must correspond to
the name as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.
To: AMERICAN INTERNATIONAL PETROLEUM, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The undersigned hereby exercises his rights to purchase
_________ Warrant Shares covered by the within Warrant and tenders payment
herewith in the amount of $_____________ in accordance with the terms thereof,
and requests that certificates for such securities be issued in the name of, and
delivered to:
(Print Name, Address and Social Security
or Tax Identification Number)
and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated:__________________ Name:__________________________
(Print)
_______________________________ ------------------------------
(Signature)
(Signature must conform to
the name of the Warrant
Holder specified on the face
of the Warrant)
_______________________________ Address:___________________________
_______________________________ ___________________________