Common use of Purchase for Investment; Authority; Binding Agreement Clause in Contracts

Purchase for Investment; Authority; Binding Agreement. Each Purchaser severally (and not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S, and no Purchaser is an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Notes and Warrants were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Notes and Warrants hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Notes and Warrants for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Notes and Warrants has not been prearranged with any buyer in the United States; (d) the Purchaser agrees that all offers and sales of the Convertible Notes and Conversion Shares prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) Purchaser has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the Offering; (f) the Purchaser agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares following the exercise of the Warrant and payment to the Company of the exercise price -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 22 (American International Petroleum Corporation) 85478.4 associated therewith and ending forty (40) days thereafter (the "Warrant Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; (g) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Notes and Warrants, who purchases prior to the expiration of the Restricted Period or Warrant Restricted Period, as applicable, a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (h) the Purchaser has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the Offering, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (i) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Securities, nor has any Purchaser engaged in any hedging transaction with respect to the Securities; (j) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act; (k) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (l) this Agreement and the remaining Transaction Agreement have been duly executed and delivered in London, England by the Purchaser. (m) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 23 (American International Petroleum Corporation) 85478.4 (n) the Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (o) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (p) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; and (q) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon.

Purchase for Investment; Authority; Binding Agreement. Each The Purchaser severally (and not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S, and no Purchaser is an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Notes and Warrants were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Notes and Warrants hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Notes and Warrants for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Notes and Warrants has not been prearranged with any buyer in the United States; (d) the Purchaser agrees that all offers and sales of the Convertible Notes and Conversion Shares prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) Purchaser has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the Offering; (f) the Purchaser agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares following the exercise of the Warrant and payment to the Company of the exercise price -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 22 (American International Petroleum Corporation) 85478.4 associated therewith and ending forty (40) days thereafter (the "Warrant Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; (g) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Notes and Warrants, who purchases prior to the expiration of the Restricted Period or Warrant Restricted Period, as applicable, a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (h) the Purchaser has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the Offering, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (i) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Securities, nor has any Purchaser engaged in any hedging transaction with respect to the Securities; (j) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities ActAct and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof, except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (kb) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (lc) this Agreement and the remaining Transaction Agreement have has been duly executed and delivered in London, England by the Purchaser.; (md) the execution and delivery by the Purchaser of the Transaction Agreements Financing Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such the Purchaser; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 23 (American International Petroleum Corporation) 85478.4; (ne) the Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreementcontemplated by the Financing Documents; (of) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (pg) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; and; (qh) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the consolidated financial condition, results of operations, property, management and prospects of the Company and it Subsidiaries sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's the Purchasers' ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchase for Investment; Authority; Binding Agreement. Each Purchaser severally (and not jointly) as to itself only hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S, and no Purchaser is an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Notes and Warrants were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Notes and Warrants hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Notes and Warrants for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Notes and Warrants has not been prearranged with any buyer in the United States; (d) the Purchaser agrees that all offers and sales of the Convertible Notes and Conversion Shares prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) Purchaser has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the Offering; (f) the Purchaser agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares following the exercise of the Warrant and payment to the Company of the exercise price -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 22 (American International Petroleum Corporation) 85478.4 associated therewith and ending forty (40) days thereafter (the "Warrant Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; (g) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Notes and Warrants, who purchases prior to the expiration of the Restricted Period or Warrant Restricted Period, as applicable, a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (h) the Purchaser has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the Offering, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (i) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Securities, nor has any Purchaser engaged in any hedging transaction with respect to the Securities; (j) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities ActAct and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (kb) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (lc) this Agreement and the remaining Transaction Agreement have has been duly executed and delivered in London, England by the Purchaser. (md) the execution and delivery by the Purchaser of the Transaction Agreements Financing Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 23 (American International Petroleum Corporation) 85478.4the Purchasers; (ne) the Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (of) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (pg) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; and; (qh) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described hereinunder Article IX hereof; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses possess or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's the Purchasers' ability to rely thereon; (i) Infinity Investors Limited and Infinity Emerging Opportunities Limited are each Nevis West Indies corporations and Lion Capital Partners, L.P. and Sandera Partners, L.P. are each Texas limited partnerships; and (j) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchase for Investment; Authority; Binding Agreement. Each Purchaser severally (and not jointly) as to itself only hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S, and no Purchaser is an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Notes and Warrants were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Notes and Warrants hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Notes and Warrants for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Notes and Warrants has not been prearranged with any buyer in the United States; (d) the Purchaser agrees that all offers and sales of the Convertible Notes and Conversion Shares prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) Purchaser has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the Offering; (f) the Purchaser agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares following the exercise of the Warrant and payment to the Company of the exercise price -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 22 (American International Petroleum Corporation) 85478.4 associated therewith and ending forty (40) days thereafter (the "Warrant Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; (g) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Notes and Warrants, who purchases prior to the expiration of the Restricted Period or Warrant Restricted Period, as applicable, a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (h) the Purchaser has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the Offering, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (i) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Securities, nor has any Purchaser engaged in any hedging transaction with respect to the Securities; (j) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities ActAct and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any resale thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (kb) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (lc) this Agreement and the remaining Transaction Agreement have has been duly executed and delivered in London, England by the Purchaser.; (md) the execution and delivery by the Purchaser of the Transaction Agreements Financing Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 23 (American International Petroleum Corporation) 85478.4the Purchasers; (ne) the Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (of) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (pg) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; and; (qh) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 27 (Take-Two Interactive Software, Inc.) property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's the Purchasers' ability to rely thereon; (i) Each of the Purchasers is a Nevis, West Indies corporation. (j) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchase for Investment; Authority; Binding Agreement. Each Purchaser severally (and not jointly) as to itself only hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S, and no Purchaser is an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Notes and Warrants were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Notes and Warrants hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Notes and Warrants for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Notes and Warrants has not been prearranged with any buyer in the United States; (d) the Purchaser agrees that all offers and sales of the Convertible Notes and Conversion Shares prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) Purchaser has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the Offering; (f) the Purchaser agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares following the exercise of the Warrant and payment to the Company of the exercise price -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 22 (American International Petroleum Corporation) 85478.4 associated therewith and ending forty (40) days thereafter (the "Warrant Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; (g) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Notes and Warrants, who purchases prior to the expiration of the Restricted Period or Warrant Restricted Period, as applicable, a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (h) the Purchaser has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the Offering, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (i) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Securities, nor has any Purchaser engaged in any hedging transaction with respect to the Securities; (j) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities ActAct and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (kb) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (lc) this Agreement and the remaining Transaction Agreement have has been duly executed and delivered in London, England by the Purchaser. (md) the execution and delivery by the Purchaser of the Transaction Agreements Financing Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 23 (American International Petroleum Corporation) 85478.4the Purchasers; (ne) the Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement; (of) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (pg) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; and; (qh) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's the Purchasers' ability to rely thereon.;