WARRANT TO PURCHASE COMMON STOCK OF THE AMERICAN ENERGY GROUP, LTD.
[FORM
OF]
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION
IS
NOT REQUIRED UNDER THE 1933 ACT.
WARRANT
TO PURCHASE
COMMON
STOCK OF
THE
AMERICAN ENERGY GROUP, LTD.
Date
of
Issuance: May 3, 2006
Warrant
No. ______
This
certifies that, for value received, THE
AMERICAN ENERGY GROUP, LTD.,
a
Nevada corporation (the “Company”), grants ____________________________ or
registered assigns (the “Registered Holder”), the right to subscribe for and
purchase from the Company, at the Exercise Price (as defined herein), from
and
after 9:00 a.m. Eastern time on the Exercise Commencement Date (hereinafter
defined) and to and including 5:00 p.m., Eastern time on the Expiration Date
(hereinafter defined), __________________________________ (_______)
shares,
as such
number of shares may be adjusted from time to time as described herein (the
“Warrant Shares”), of the Company’s common stock, par value $.001 per share (the
“Common Stock”), subject to the provisions and upon the terms and conditions
herein set forth. The “Exercise Price” per share of Common Stock shall be
ONE
DOLLAR SEVENTY CENTS ($1.70) per share.
Section
1. Registration.
The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Records”), in the name of the Registered
Holder. The Company may deem and treat the Registered Holder as the absolute
owner of this Warrant for the purpose of any exercise hereof or any distribution
to the Registered Holder, and for all other purposes, and the Company shall
not
be affected by any notice to the contrary.
Section
2. Registration
of Transfers and Exchanges.
(a) Subject
to Section 11 hereof, the Company shall register the transfer of this Warrant,
in whole or in part, upon records to be maintained by the Company for that
purpose, upon surrender of this Warrant, with the Form of Assignment attached
hereto completed and duly endorsed by the Registered Holder, to the Company
at
the office specified in or pursuant to Section 3(b). Upon any such registration
of transfer, a new Warrant, in substantially the form of this Warrant,
evidencing the Common Stock purchase rights so transferred shall be issued
to
the transferee and a new Warrant, in similar form, evidencing the remaining
Common Stock purchase rights not so transferred, if any, shall be issued to
the
Registered Holder.
(b) This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at
the office of the Company specified in or pursuant to Section 3(b) hereof,
for
new Warrants, in substantially the form of this Warrant evidencing, in the
aggregate, the right to purchase the number of Warrant Shares which may then
be
purchased hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of Warrant Shares
as
shall be designated by the Registered Holder at the time of such
surrender.
Section
3. Duration
and Exercise of this Warrant.
(a) This
Warrant shall be exercisable by the Registered Holder as to any or all of the
Warrant Shares at any time and from time to time during the period commencing
on
the Exercise Commencement Date and ending on the Expiration Date. For purposes
hereof, the Exercise Commencement Date shall be the date of issuance specified
on the first page hereof. For purposes hereof, the Expiration Date shall be
May
3, 2011. At 5:00 p.m., Eastern time, on the Expiration Date, this Warrant,
to
the extent not previously exercised, shall become void and of no further force
or effect.
(b) Subject
to Sections 4, and 11(a) hereof, upon exercise or surrender of this Warrant,
with the Form of Election to Purchase attached hereto completed and duly
endorsed by the Registered Holder, to the Company and delivered to the Company’s
designated brokerage firm for warrant exercise and processing as described
in
the Warrant Exercise Policy on file at the Company offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, or at such
other address as the Company may specify in writing to the Registered Holder,
and upon payment of the Exercise Price multiplied by the number of Warrant
Shares then to be issued upon exercise of this Warrant in lawful money of the
United States of America, all as specified by the Registered Holder in the
Form
of Election to Purchase, the Company shall promptly issue and cause to be
delivered to or upon the written order of the Registered Holder, and in such
name or names as the Registered Holder may designate, a certificate for the
Warrant Shares to be issued upon such exercise. Any person so designated in
the
Form of Election to Purchase, duly endorsed by the Registered Holder, as the
person to be named on the certificates for the Warrant Shares, shall be deemed
to have become holder of record of such Warrant Shares, evidenced by such
certificates, as of the Date of Exercise (as hereinafter defined) of such
Warrant.
(c) The
Registered Holder may pay the applicable Exercise Price pursuant to Section
3(b), at the option of the Registered Holder, by cashier’s or certified bank
check payable to the Company or by wire transfer of immediately available funds
to the account which shall be indicated in writing by the Company to the
Registered Holder in an amount equal to the product of the Exercise Price
multiplied by the number of Warrant Shares being purchased upon such exercise
(the “Aggregate Exercise Price”).
(d) The
“Date
of Exercise” of any Warrant means the date on which the Company shall have
received (i) this Warrant, with the Form of Election to Purchase attached hereto
appropriately completed and duly endorsed, and (ii) payment of the Aggregate
Exercise Price as provided herein.
(e) This
Warrant shall be exercisable either as an entirety or, from time to time, for
part only of the number of Warrant Shares which are issuable hereunder. If
this
Warrant shall have been exercised only in part, the Company shall, at the time
of delivery of the certificates for the Warrant Shares issued pursuant to such
exercise, deliver to the Registered Holder a new Warrant evidencing the rights
to purchase the remaining Warrant Shares, which Warrant shall be substantially
in the form of this Warrant.
(f) The
Company may, by written notice to the Holder of the Warrant, appoint a transfer
agent for the purpose of issuing Common Stock (or other securities) on the
exercise of this Warrant, exchanging this Warrant, and replacing this Warrant,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such Warrant
Agent.
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Section
4. Payment
of Taxes and Expenses.
(a)
The
Company will pay all expenses and taxes (other than any federal or state income
tax or similar obligations of the Registered Holder) and other governmental
charges attributable to the preparation, execution, issuance and delivery of
this Warrant, any new Warrant and the Warrant Shares; provided,
however,
that
the Company shall not be required to pay any tax in respect of the transfer
of
this Warrant or the Warrant Shares, or the issuance or delivery of certificates
for Warrant Shares upon the exercise of this Warrant, to a person or entity
other than a Registered Holder or an Affiliate (as hereinafter defined) of
such
Registered Holder.
(b) An
“Affiliate” of any person or entity means any other person or entity directly or
indirectly controlling, controlled by or under direct or indirect common control
with such person or entity.
Section
5. Mutilated
or Missing Warrant Certificate. If
this
Warrant shall be mutilated, lost, stolen or destroyed, upon request by the
Registered Holder, the Company will issue, in exchange for and upon cancellation
of the mutilated Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a new Warrant, in substantially the form of this Warrant, of like
tenor, but, in the case of loss, theft or destruction, only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of this Warrant and, if requested by the Company, indemnity also
reasonably satisfactory to it.
Section
6. Reservation,
Listing and Issuance of Warrant Shares.
(a) The
Company will at all times have authorized, and reserve and keep available,
free
from preemptive rights, for the purpose of enabling it to satisfy any obligation
to issue Warrant Shares upon the exercise of the rights represented by this
Warrant, the number of Warrant Shares deliverable upon exercise of this Warrant.
The Company will, at its expense, cause such shares to be included in or listed
on (subject to issuance or notice of issuance of Warrant Shares) all markets
or
stock exchanges in or on which the Common Stock is included or listed not later
than the date on which the Common Stock is first included or listed on any
such
market or exchange and will thereafter maintain such inclusion or listing of
all
shares of Common Stock from time to time issuable upon exercise of this
Warrant.
(b) Before
taking any action which could cause an adjustment pursuant to Section 7 hereof
reducing the Exercise Price below the par value of the Warrant Shares, the
Company will take any corporate action which may be necessary in order that
the
Company may validly and legally issue at the Exercise Price, as so adjusted,
Warrant Shares that are fully paid and non-assessable.
(c) The
Company covenants that all Warrant Shares will, upon issuance in accordance
with
the terms of this Warrant, be (i) duly authorized, fully paid and nonassessable,
and (ii) free from all taxes with respect to the issuance thereof and from
all
liens, charges and security interests.
Section
7. Adjustment
of Number of Warrant Shares. The
number of Warrant Shares to be purchased upon exercise hereof is subject to
change or adjustment from time to time as hereinafter provided:
3
(a) Stock
Dividends; Subdivisions and Combinations of Common Stock.
In the
event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock,
(b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares
of
the Common Stock, then, in each such event, the Exercise Price shall,
simultaneously with the happening of such event, be adjusted by multiplying
the
then Purchase Price by a fraction, the numerator of which shall be the number
of
shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter
be
the Purchase Price then in effect. The Exercise Price, as so adjusted, shall
be
readjusted in the same manner upon the happening of any successive event or
events described herein in this Section 7(A). The number of shares of
Common Stock that the Holder of this Warrant shall thereafter, on the exercise
hereof as provided in Section 1, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock
that
would otherwise (but for the provisions of this Section 7(a)) be issuable
on such exercise by a fraction of which (a) the numerator is the Exercise
Price that would otherwise (but for the provisions of this Section 7(a)) be
in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise.
(b) Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization, etc.
In the
event that the Company (i) consolidates with or merges into any other
corporation and is not the continuing or surviving corporation of such
consolidation of merger, or (ii) consolidates with or merges any other
corporation into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation or merger, the Common
Stock is changed into or exchanged for stock or other securities of any other
corporation or cash or any other assets, or (iii) transfers all or substantially
all of its properties and assets to any other corporation, or (iv) effects
a
capital reorganization or reclassification of the capital stock of the Company
in such a way that holders of Common Stock shall be entitled to receive stock,
securities, cash and/or assets with respect to or in exchange for Common Stock,
then, and in each such case, proper provision shall be made so that, upon the
basis and upon the terms and in the manner provided in this subsection (f),
the
Registered Holder, upon the exercise of this Warrant at any time after the
consummation of such consolidation, merger, transfer, reorganization or
reclassification, shall be entitled to receive (at the aggregate Exercise Price
in effect for all shares of Common Stock issuable upon such exercise immediately
prior to such consummation as adjusted to the time of such transaction), in
lieu
of shares of Common Stock issuable upon such exercise prior to such
consummation, the stock and other securities, cash and/or assets to which such
holder would have been entitled upon such consummation if the Registered Holder
had so exercised this Warrant immediately prior thereto (subject to adjustments
subsequent to such corporate action as nearly equivalent as possible to the
adjustments provided for in this Section).
(c) Share
Issuance at Less Than Exercise Price.
In the
event that the Company shall issue any Common Stock or any security, debt
instrument, warrant, right or option to purchase Common Stock prior to the
complete exercise of this Warrant for a consideration less than the Exercise
Price, as may be adjusted from time to time pursuant to Sections 7(a), 7(b)
or
7(c) hereof, then and thereafter successively upon each such issue, the Exercise
Price shall be reduced to such other lower issue price. For purposes of this
adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common
Stock
or of any warrant, right or option to purchase Common Stock shall result in
an
adjustment to the Exercise Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option. This Section 7(c) shall
not apply to issuances to employees, directors or consultants under a stock
incentive or bonus plan whether or not such plan is covered by an effective
registration statement on Form S-8.
4
(d) Notice
of Adjustment.
Upon
any adjustment of the Exercise Price, then and in each case the Company shall
promptly deliver a notice to the Registered Holder and either (i) a certificate
of the chief financial officer of the Company or (ii) upon the request of the
Registered Holder, the opinion of a firm of independent certified public
accountants (which may be the regular auditors of the Company) of recognized
national standing selected by the Board of Directors, which notice or opinion
shall state the Exercise Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon
the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(e) Other
Notices.
In case
at any time:
(i) the
Company shall declare any cash dividend on its Common Stock;
(ii) the
Company shall pay any dividend payable in stock upon its Common Stock or make
any distribution (other than regular cash dividends) to the holders of its
Common Stock;
(iii) the
Company shall offer for subscription pro
rata
to the
holders of its Common Stock any additional shares of stock of any class or
other
rights;
(iv) the
Company shall authorize the distribution to all holders of its Common Stock
of
evidences of its indebtedness or assets (other than cash dividends or cash
distributions payable out of earnings or earned surplus or dividends payable
in
Common Stock);
(v) there
shall be any capital reorganization, or reclassification of the capital stock
of
the Company, or consolidation or merger of the Company with another corporation
(other than a subsidiary of the Company in which the Company is the surviving
or
continuing corporation and no change occurs in the Company’s Common Stock), or
sale of all or substantially all of its assets to another
corporation;
(vi)
there
shall be a voluntary or involuntary dissolution, liquidation, bankruptcy,
assignment for the benefit of creditors, or winding up of the Company;
5
then,
in
any one or more of said cases the Company shall give written notice, addressed
to the Registered Holder at the address of such Registered Holder as shown
on
the books of the Company, of (1) the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights, or (2) the date (or, if not then known, a reasonable
approximation thereof by the Company) on which such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up or other action,
as the case may be, shall take place. Such notice shall also specify (or, if
not
then known, reasonably approximate) the date as of which the holders of Common
Stock of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Common Stock for securities
or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment
for the benefit of creditors, winding up, or other action, as the case may
be.
Such written notice shall be given at least thirty (30) days prior to the action
in question and not less than thirty (30) days prior to the record date or
the
date on which the Company’s transfer books are closed in respect thereto. Such
notice shall also state that the action in question or the record date is
subject to the effectiveness of a registration statement under the 1933 Act,
or
to a favorable vote of stockholders, if either is required.
Section 8. Certain
Dividends and Distributions.
In the
event that the Company shall at any time prior to the exercise of this Warrant
declare a dividend or otherwise distribute to its stockholders any monies,
assets, property, rights, evidences of indebtedness, securities (other than
shares of Common Stock), whether issued by the Company or by another person
or
entity, or any other thing of value, the Registered Holder shall thereafter
be
entitled, in addition to the shares of Common Stock receivable upon the exercise
of the Warrant, to receive, upon the exercise of the Warrant, the same monies,
property, assets, rights, evidences of indebtedness, securities or any other
thing of value that the Registered Holder would have been entitled to receive
at
the time of such dividend or distribution had the Registered Holder been an
owner of record of the shares of Common Stock into which the Warrant is then
being exercised as of the record date or other date of determination for such
dividend or distribution and an appropriate provision (which provision may
include without limitation, the establishment of an escrow agreement in favor
of
the Registered Holder in which the portion of the dividend or distribution
attributable to such warrants is held) shall be made a part of any such dividend
or distribution. Notwithstanding any provision herein to the contrary, no
adjustment under this Section 8 shall be made with respect to any cash dividend
or distribution payable solely out of current or retained earnings of the
Company.
Section
9. No
Rights or Liabilities as a Stockholder.
The
Registered Holder shall not be entitled to vote or be deemed the holder of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, the rights of
a
stockholder of the Company or the right to vote for the election of directors
or
upon any matter submitted to stockholders at any meeting thereof, or give or
withhold consent to any corporate action or to receive notice of meetings or
other actions affecting stockholders (except as provided herein), or to receive
dividends or subscription rights or otherwise, until the Date of Exercise shall
have occurred. No provision of this Warrant, in the absence of affirmative
action by the Registered Holder hereof to purchase shares of Common Stock,
and
no mere enumeration herein of the rights and privileges of the Registered
Holder, shall give rise to any liability of such holder for the Exercise Price
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
Section
10. Fractional
Warrant Shares. The
Company shall not be required to issue fractions of Warrant Shares upon exercise
of the Warrant or to distribute certificates which evidence fractional Warrant
Shares. If any fraction of a Warrant Share would, except for the provisions
of
this Section 10, be issuable on the exercise of any Warrant (or specified
portion thereof), the Company shall pay to the Registered Holder an amount
in
cash equal to the Market Price as of the Exercise Date, multiplied by such
fraction.
Section
11. Transfer
Restrictions; Registration of the Warrant and Warrant
Shares.
(a) Neither
the Warrant nor the Warrant Shares have been registered under the 1933 Act.
The
Registered Holder, by acceptance hereof, represents that it is acquiring this
Warrant to be issued to it for its own account and not with a view to the
distribution thereof, and agrees not to sell, transfer, pledge or hypothecate
this Warrant, any purchase rights evidenced hereby or any Warrant Shares unless
a registration statement is effective for this Warrant or the Warrant Shares
under the 1933 Act or in the opinion of such Registered Holder’s counsel
reasonably satisfactory to the Company, a copy of which opinion shall be
delivered to the Company, such transaction is exempt from the registration
requirements of the 1933 Act.
(b) Subject
to the provisions of the following paragraph of this Section 11, each
Certificate for Warrant Shares shall be stamped or otherwise imprinted with
a
legend in substantially the following form:
6
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933
ACT.
(c) The
restrictions and requirements set forth in the foregoing paragraph shall apply
with respect to Warrant Shares unless and until such Warrant Shares are sold
or
otherwise transferred pursuant to an effective registration statement under
the
1933 Act or are otherwise no longer subject to the restrictions of the 1933
Act,
at which time the Company agrees to promptly cause such restrictive legends
to
be removed and stop transfer restrictions applicable to such Warrant Shares
to
be rescinded.
(d) The
Company will use its best efforts to comply with the reporting requirements
of
Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") (whether or not it shall be required to do so pursuant to such
Sections) and will use its best efforts to comply with all other public
information reporting requirements of the Securities and Exchange Commission
(including, without limitation, Securities and Exchange Commission (“SEC”) Rule
144 promulgated under the ▇▇▇▇ ▇▇▇) from time to time in effect and relating
to
the availability of an exemption from the 1933 Act for sale of restricted
securities. The Company also will cooperate with the Registered Holder and
with
each holder of any Warrant Shares in supplying such information as may be
necessary for any such holders to complete and file any information reporting
forms presently or hereafter required by the SEC as a condition to the
availability of an exemption from the 1933 Act for the sale of restricted
securities.
Section
12. Company
Redemption Rights.
In the
event that the Company’s stock price has a closing bid price at or above $2.50
per share, subject to adjustment as set forth in the Warrant, for twenty (20)
consecutive Trading Days, the Company may, after providing the Holder thirty
(30) written notice (the “Redemption Notice”), redeem the outstanding Warrants
unless the Holder, upon receipt of the Redemption Notice, exercises his/her/its
Warrant rights and pays in full the Exercise Price, as adjusted in Section
7
hereof, if applicable. If the Holder fails to timely pay the amount set forth
in
the Redemption Notice, the Company’s sole remedy shall be to cancel a
corresponding amount of this Warrant. Unless otherwise agreed to by the Holder
of this Warrant, a Redemption Notice must be given to all Warrant holders who
receive Warrants similar to this Warrant (in terms of Exercise Price and other
principal terms) issued on or about the same Date of Issuance as this Warrant,
in proportion to the amounts of Common Stock which may be purchased by the
respective holders in accordance with the respective Warrants held by each.
Section
13. Notices.
All
notices, requests, demands and other communications relating to this Warrant
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by United States certified or registered first-class mail,
postage prepaid, return receipt requested, to the parties hereto at the
following addresses or at such other address as any party hereto shall hereafter
specify by notice to the other party hereto:
(a) If
to the
Registered Holder of this Warrant or the holder of the Warrant Shares, addressed
to the address of such Registered Holder or holder as set forth on books of the
Company, or otherwise furnished by the Registered Holder or holder to the
Company.
7
(b) If
to the
Company, addressed to:
The
American Energy Group, Ltd.
▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
President
Section
14. Binding
Effect.
This
Warrant shall be binding upon and inure to the sole and exclusive benefit of
the
Company, its successors and assigns, and the holder or holders from time to
time
of this Warrant and the Warrant Shares.
Section
15. Survival
of Rights and Duties. This
Warrant shall terminate and be of no further force and effect on the earlier
of
(i) 5:00 p.m., Eastern time, on the Expiration Date and (ii) the date on which
this Warrant and all purchase rights evidenced hereby have been exercised,
except that the provisions of Sections 4, 6(c) 11 and 12 hereof shall continue
in full force and effect after such termination date.
Section
16. Governing
Law.
This
Warrant shall be construed in accordance with and governed by the laws of the
State of Nevada.
Section
17. Section
Headings. The
Section headings in this Warrant are for purposes of convenience only and shall
not constitute a part hereof.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed under its
corporate seal by its officers thereunto duly authorized as of the date
hereof.
SIGNATURES
APPEAR ON FOLLOWING PAGE
8
| THE AMERICAN ENERGY GROUP, LTD. | ||
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| By: | ||
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President and CEO |
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9
FORM
OF ELECTION TO PURCHASE
(To
Be
Executed Upon Exercise of this Warrant)
To
The
American Energy Group, Ltd.:
The
undersigned, the record holder of this Warrant (Warrant No. _____), hereby
irrevocably elects to exercise the right, represented by this Warrant, to
purchase ___________ of the Warrant Shares and herewith tenders payment for
such
Warrant Shares to the order of The American Energy Group, Ltd. of $_________
representing the full purchase price for such shares at the price per share
provided for in such Warrant and the delivery of any applicable taxes payable
by
the undersigned pursuant to such Warrant.
The
undersigned requests that certificates for such shares be issued in the name
of:
| (Please print name and address) | Social Security or Tax Identification No. |
In
the
event that not all of the purchase rights represented by the Warrant are
exercised, a new Warrant, substantially identical to the attached Warrant,
representing the rights formerly represented by the attached Warrant which
have
not been exercised, shall be issued in the name of and delivered to:
| (Please print name and address) | Social Security or Tax Identification No. |
| Dated: ________________ | Name of Holder (Print): | |
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By:
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||
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(Name):
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|
| (Please print name and address) |
(Title):
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FORM
OF ASSIGNMENT
FOR
VALUE
RECEIVED, _______________________ hereby sells, assigns and transfers to each
assignee set forth below all of the rights of the undersigned under the attached
Warrant (Warrant No. _____) with respect to the number of shares of Common
Stock
covered thereby set forth opposite the name of such assignee unto:
|
Name
of Assignee
|
Address
|
Number
of Shares of
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Common
Stock
|
If
the
total of said purchase rights represented by the Warrant shall not be assigned,
the undersigned requests that a new Warrant Certificate evidencing the purchase
rights not so assigned be issued in the name of and delivered to the
undersigned.
| Dated: ________________ | Name of Holder (Print): | |
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By:
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||
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(Name):
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|
| (Please print name and address) |
(Title):
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