AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (Private Placement July 31, 2007)
EXHIBIT
10.18
AMENDMENT
TO THE SECURITIES PURCHASE AGREEMENT (Private Placement July 31,
2007)
This
Securities Purchase Agreement (this “Agreement”) is dated as of _____________,
2007, among ▇▇▇▇▇ Petroleum Corporation (formerly known as Express Systems
Corporation), a Nevada corporation (the “Company”), and each purchaser
identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively the “Purchasers”).
BACKGROUND
The
amendment of the previous Securities Purchase Agreement allows for the inclusion
of an attached warrant at $5.50 (see paragraph B).
A
new sentence “except as provise herein, the Securities Purchase Agreement will
remain in full force effect”.
A. On
April 10, 2007, the Company finalized the share transaction with DWM Petroleum
AG of Switzerland.
B. Subject
to the terms and conditions set forth in this Agreement, and pursuant to Section
4(2) of the Securities Act (as defined below), Rule 506 promulgated thereunder,
and/or Regulation S (defined below), the Company desires to issue and sell
to
each Purchaser, and each Purchaser, severally and not jointly, desires to
purchase from the Company, in the aggregate, up to 10,000,00) units (the
“Units”) (green-shoe 5 million units) at a price of $4.50 per Unit. Each Unit
consists of (i) 1 share of Common Stock and (ii) 1 warrant exercisable, for
a 2
year period at the closing (July 31, 2007), at $5.50 per share.
NOW,
THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and
for other good and valuable consideration the receipt and adequacy of which
are
hereby acknowledged, the Company and each Purchaser agrees as follows with
the
intent to be legally bound:
ARTICLE
I
PURCHASE
AND SALE
1.1 Closing. On
the Closing Date, each Purchaser shall purchase from the Company, severally
and
not jointly with the other Purchasers, and the Company shall issue and sell
to
each Purchaser, the Units set forth under each Purchaser’s name on the signature
pages hereto. The aggregate Subscription Amounts for Units sold
hereunder shall be up to $10,000,000 (green-shoe $
5,000,000). Promptly (but no later than five (5) Trading Days) after
satisfaction of the conditions set forth in Section 1.2 and 1.3, the Closing
shall occur at the offices of the Escrow Agent or such other location as the
parties shall mutually agree.
1.2 Deliveries.
(a) On
the Closing Date, the Company shall deliver or cause to be delivered to each
Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) a
certificate evidencing all Shares of Common Stock registered in the name of
such
Purchaser purchased by such Purchaser;
IN
WITNESS WHEREOF, the
parties hereto have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.
Address
for
Notice:
▇▇▇▇▇
PETROLEUM
CORPORATION ▇▇▇▇▇
PETROLEUM CORP.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇
▇▇▇▇
▇▇▇▇
By: SWITZERLAND
Name:
Title:
President
With
a copy to (which shall not constitute notice)
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, Esq.
Rubin,
Bailin, Ortoli, LLP
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇
Tel:
▇▇▇ ▇▇▇-▇▇▇▇
Fax:
▇▇▇ ▇▇▇ ▇▇▇▇
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOR PURCHASERS FOLLOW]
[PURCHASER
SIGNATURE PAGES TO
▇▇▇▇▇
PETROLEUM CORPORATION SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.
Name
of Investing Entity: _____________
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Email
Address of Authorized Entity:
[SIGNATURE
PAGES CONTINUE]