Contract
WARRANT
AGREEMENT (“Agreement”), dated as of December 6, 2007, by and between
American Goldfields Inc., a Nevada corporation (the “Company”), and
________ (“Warrantholder”). Certain capitalized terms used
herein are defined in Section 14 hereof.
In
consideration of the mutual terms, conditions, representations, warranties
and
agreements herein set forth, and for other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
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Section
1.
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Issuance
of Warrants.
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The
Company hereby issues and grants to Warrantholder _______ Class B Warrants
(“Warrants”) to purchase ____ shares of common stock of the Company (the
“Common Stock”). Commencing on the date which is two months
from the date hereof, or such earlier date as determined by the Company in
its
sole and absolute discretion (the “Warrant Commencement Date”), and
terminating five years thereafter (the “Warrant Expiration Date”), the
holder shall have the right, subject to the satisfaction of the conditions
to
exercise set forth in Section 7 of this Agreement, to purchase ________ shares
of Common Stock (the shares of Common Stock issuable upon exercise of the
Warrants being collectively referred to herein as the “Warrant Shares”)
at an exercise price of $0.74 per Warrant Share (the “Exercise
Price”). The number of Warrant Shares issuable on exercise of
each Warrant and the Exercise Price are all subject to adjustment pursuant
to
Section 8 of this Agreement. Notwithstanding, the Company may, in its sole
and
absolute discretion, reduce the Exercise Price.
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Section
2.
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Form
of Warrant Certificates.
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Promptly
after the execution and delivery of this Agreement by the parties hereto, the
Company shall cause to be executed and delivered to Warrantholder one or more
certificates evidencing the Warrants (the “Warrant
Certificates”). Each Warrant Certificate delivered hereunder
shall be substantially in the form set forth in Exhibit A attached hereto
and may have such letters, numbers or other identification marks and legends,
summaries or endorsements printed thereon as the Company may deem appropriate
and that are not inconsistent with the terms of this Agreement or as may be
required by applicable law, rule or regulation. Each Warrant
Certificate shall be dated the date of execution by the Company.
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Section
3.
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Execution
of Warrant Certificates.
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Each
Warrant Certificate delivered hereunder shall be signed on behalf of the Company
by its Chairman of the Board, Chief Executive Officer, President or a Vice
President, Secretary or an Assistant Secretary. Each such signature
may be in the form of a facsimile thereof and may be imprinted or otherwise
reproduced on the Warrant Certificates.
If
any
officer of the Company who signed any Warrant Certificate ceases to be an
officer of the Company before the Warrant Certificate so signed shall have
been
delivered by the Company, such Warrant Certificate nevertheless may be delivered
as though such person had not ceased to be such officer of the
Company.
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Section
4.
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Registration.
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Warrant
Certificates shall be issued in registered form only. The Company
will keep or cause to be kept books for registration of ownership and transfer
of each Warrant Certificate issued pursuant to this Agreement. Each
Warrant Certificate issued pursuant to this Agreement shall be
1
numbered
by the Company and shall be registered by the Company in the name of the holder
thereof (initially the Warrantholder). The Company may deem and treat
the registered holder of any Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone) for the purpose of any exercise thereof and for all other purposes,
and
the Company shall not be affected by any notice to the contrary.
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Section
5.
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No
Transfers.
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A. Restrictions
on Transfer. No Warrant may be sold, pledged, hypothecated,
assigned, conveyed, transferred or otherwise disposed of (each a
“transfer”) unless (i) the transfer complies with all applicable United
States and Canadian securities laws and (ii) the transferee agrees in writing
to
be bound by the terms of this Agreement.
B. Cancellation. Warrant
Certificates surrendered for transfer or exchange shall be canceled by the
Company.
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Section
6.
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Mutilated
or Missing Warrant
Certificates.
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If
any
Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall
issue, upon surrender and cancellation of any mutilated Warrant Certificate,
or
in lieu of and substitution for any lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of like tenor and representing an equal
number of Warrants. In the case of a lost, stolen or destroyed
Warrant Certificate, a new Warrant Certificate shall be issued by the Company
only upon the Company’s receipt of reasonably satisfactory evidence of such
loss, theft or destruction and, if requested, an indemnity or bond reasonably
satisfactory to the Company.
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Section
7.
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Exercise
of Warrants.
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A. Exercise. Subject
to the terms and conditions set forth in this Section 7, Warrants may be
exercised, in whole or in part (but not as to any fractional part of a Warrant),
at any time or from time to time on and after the Warrant Commencement Date
and
on or prior to 5:00 p.m. on the Warrant Expiration Date.
The
Warrant shall be exercisable only on and after the Warrant Commencement Date.
If
the Company determines in its sole and absolute discretion to accelerate the
date that this Warrant first becomes exercisable to a date which is earlier
than
the eighteenth month anniversary of the date hereof, the Company shall send
notice to the Warrantholder prior to the date thereof.
In
order
to exercise any Warrant, Warrantholder shall deliver to the Company at its
office referred to in Section 15 the following: (i) a written notice
in the form of the Election to Purchase appearing at the end of the form of
Warrant Certificate attached as Exhibit A hereto of such
Warrantholder’s election to exercise the Warrants, which notice shall specify
the number of such Warrantholder’s Warrants being exercised; (ii) the
Warrant Certificate or Warrant Certificates evidencing the Warrants being
exercised; and (iii) payment of the aggregate Exercise Price.
All
rights of Warrantholder with respect to any Warrant that has not been exercised,
on or prior to 5:00 p.m on the Warrant Expiration Date shall immediately cease
and such Warrants shall be automatically cancelled and void.
2
B. Payment
of Exercise Price. Payment of the Exercise Price with respect to
Warrants being exercised hereunder may, at the election of Warrantholder, be
made as follows: (i) by the payment to the Company, in cash, by check
or wire transfer, of an amount equal to the Exercise Price multiplied by the
number of Warrants then being exercised; or (ii) by surrendering to the
Company for cancellation Warrant Certificates evidencing Warrants to acquire
a
number of Warrant Shares equal to (x) the aggregate Exercise Price divided
by
(y) the fair market value of one Warrant Share (a “cashless
exercise”).
If
a
Warrantholder elects a cashless exercise, the number of Warrant Shares to be
issued to Warrantholder upon such exercise shall be computed using the following
formula:
X
= Y(A-B)
A
X
= the number of
Warrant Shares to be issued to Warrantholder
Y
= the number of
Warrant Shares underlying the Warrants being exercised
A
= the fair
market value of one Warrant Share
B
= the Exercise
Price
(a) As
used herein, the “fair market value of one Warrant Share” means an amount
equal to the number of shares of Common Stock into which a Warrant Share is
convertible times the average, over the 5 trading-day period ending on the
trading day which is two trading days prior to the date of surrender, of the
closing sales prices (or, if on any day there is no closing sales price, the
average of the highest bid and lowest asked price) in the United States
Over-the-Counter Bulletin Board as reported by the National
Quotation Bureau, Incorporated, or any similar successor
organization.
(b) For
the purpose of this section, the “closing” shall mean 4:00 p.m., New York
City time.
C. Payment
of Taxes. The Company shall be responsible for paying any and all
issue, documentary, stamp or other taxes that may be payable in respect of
any
issuance or delivery of Warrant Shares on exercise of a Warrant.
D. Delivery
of Warrant Shares. Upon receipt of the items referred to in
Section 7A, the Company shall, as promptly as practicable, and in any event
within five (5) Business Days thereafter, execute and deliver or cause to be
executed and delivered, to or upon the written order of Warrantholder, and
in
the name of Warrantholder or Warrantholder’s designee, a stock certificate or
stock certificates representing the number of Warrant Shares to be issued on
exercise of the Warrant(s). If the Warrant Shares shall in accordance
with the terms thereof have become automatically convertible into shares of
the
Company’s Common Stock prior to the time a Warrant is exercised, the Company
shall in lieu of issuing shares of Common Stock, issue to the Warrantholder
or
its designee on exercise of such Warrant, a stock certificate or stock
certificates representing the number of shares of Common Stock into which the
Warrant Shares issuable on exercise of such Warrant are
convertible. The certificates issued to Warrantholder or its designee
shall bear any restrictive legend required under applicable law, rule or
regulation. The stock certificate or certificates so delivered shall
be registered in the name of Warrantholder or such other name as shall be
designated in said notice. A Warrant shall be deemed to have been
exercised and such stock certificate or stock certificates shall be deemed
to
have been issued,
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and
such
holder or any other Person so designated to be named therein shall be deemed
to
have become a holder of record of such shares for all purposes, as of the date
that such notice, together with payment of the aggregate Exercise Price and
the
Warrant Certificate or Warrant Certificates evidencing the Warrants to be
exercised, is received by the Company as aforesaid. If the Warrants
evidenced by any Warrant Certificate are exercised in part, the Company shall,
at the time of delivery of the stock certificates, deliver to the holder thereof
a new Warrant Certificate evidencing the Warrants that were not exercised or
surrendered, which shall in all respects (other than as to the number of
Warrants evidenced thereby) be identical to the Warrant Certificate being
exercised. Any Warrant Certificates surrendered upon exercise of
Warrants shall be canceled by the Company.
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Section
8.
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Adjustment
of Number of Warrant Shares Issuable Upon Exercise of a Warrant and
Adjustment of Exercise
Price.
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A. Adjustment
for Stock Splits, Stock Dividends, Recapitalizations. The
number of Warrant Shares issuable upon exercise of each Warrant and the Exercise
Price shall each be proportionately adjusted to reflect any stock dividend,
stock split, reverse stock split, recapitalization or the like affecting the
number of outstanding shares of Common Stock that occurs after the date
hereof.
B. Adjustments
for Reorganization, Consolidation, Merger. If after the date
hereof, the Company (or any other entity, the stock or other securities of
which
are at the time receivable on the exercise of the Warrants), consolidates with
or merges into another entity or conveys all or substantially all of its assets
to another entity, then, in each such case, Warrantholder, upon any permitted
exercise of a Warrant (as provided in Section 7), at any time after the
consummation of such reorganization, consolidation, merger or conveyance, shall
be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise of the Warrant prior to such consummation, the
stock or other securities or property to which such Warrantholder would have
been entitled upon the consummation of such reorganization, consolidation,
merger or conveyance if such Warrantholder had exercised the Warrant immediately
prior thereto, all subject to further adjustment as provided in this Section
8. The successor or purchasing entity in any such reorganization,
consolidation, merger or conveyance (if other than the Company) shall duly
execute and deliver to Warrantholder a written acknowledgment of such entity’s
obligations under the Warrants and this Agreement.
C. Notice
of Certain Events.
Upon
the
occurrence of any event resulting in an adjustment in the number of Warrant
Shares (or other stock or securities or property) receivable upon the exercise
of the Warrants or the Exercise Price, the Company shall promptly thereafter
(i)
compute such adjustment in accordance with the terms of the Warrants, (ii)
prepare a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, and (iii) mail copies of such
certificate to Warrantholder.
D. Adjustment
to the Exercise Price.
The
Company has the right, in its sole and absolute discretion, to reduce the
Exercise Price. Upon any such determination, the Company shall notice to the
Warrantholder thereof.
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Section
9.
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Reservation
of Shares.
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The
Company shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Common Stock, or
its
authorized and issued Common Stock held in its treasury, the aggregate number
of
the Warrant Shares deliverable upon the exercise of
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all
outstanding Warrants, for the purpose of enabling it to satisfy any obligation
to issue the Warrant Shares upon the due and punctual exercise of the Warrants,
through 5:00 p.m. on the Warrant Expiration Date.
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Section
10.
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No
Impairment.
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The
Company shall not, by amendment of its certificate of incorporation or bylaws,
or through reorganization, consolidation, merger, dissolution, issuance or
sale
of securities, sale of assets or any other voluntary action, willfully avoid
or
seek to avoid the observance or performance of any of the terms of the Warrants
or this Agreement, and shall at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary
or appropriate in order to protect the rights of Warrantholder under the
Warrants and this Agreement against wrongful impairment. Without
limiting the generality of the foregoing, the Company: (i) shall not
set or increase the par value of any Warrant Shares above the amount payable
therefor upon exercise, and (ii) shall take all actions that are necessary
or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of the Warrants.
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Section
11.
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Representations
and Warranties of
Warrantholder.
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Warrantholder
represents and warrants to the Company that, on the date hereof and on the
date
the Warrantholder exercises the Warrant pursuant to the terms of this
Agreement:
(i) Warrantholder
is an “accredited investor”, as such term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act.
(ii) Warrantholder
understands that the Warrants and the Warrant Shares have not been registered
under the Securities Act and acknowledges that the Warrants and the Warrant
Shares must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration becomes
available.
(iii) Warrantholder
is acquiring the Warrants for Warrantholder’s own account for investment and not
with a view to, or for sale in connection with, any distribution
thereof.
(iv) All
the representations made by the Warrantholder on the date hereof in the
Subscription Agreement between the Company and the Warrantholder shall be true
and correct as of the date the Warrantholder exercises the Warrant.
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Section
12.
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No
Rights or Liabilities as
Stockholder.
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No
holder, as such, of any Warrant Certificate shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock which may at any time be
issuable on the exercise of the Warrants represented thereby for any purpose
whatever, nor shall anything contained herein or in any Warrant Certificate
be
construed to confer upon the holder of any Warrant Certificate, as such, any
of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change
of
par value or change of stock to no par value, consolidation, merger, conveyance
or otherwise), or to receive notice of meetings or other actions affecting
stockholders or to receive dividend or subscription rights, or otherwise, until
such Warrant Certificate shall have been exercised in accordance with the
provisions hereof and the receipt and collection of the Exercise Price and
any
other amounts payable upon such
5
exercise
by the Company. No provision hereof, in the absence of affirmative
action by Warrantholder to purchase Warrant Shares 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.
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Section
13.
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Fractional
Interests.
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The
Company shall not be required to issue fractional shares of Common Stock upon
exercise of the Warrants or to distribute certificates that evidence fractional
shares of Common Stock. If any fraction of a Warrant Share would,
except for the provisions of this Section 13, be issuable on the exercise of
a
Warrant, the number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being rounded
up.
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Section
14.
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Definitions.
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Unless
the context otherwise requires, the terms defined in this Section 14,
whenever used in this Agreement shall have the respective meanings hereinafter
specified and words in the singular or in the plural shall each include the
singular and the plural and the use of any gender shall include all
genders.
“Business
Day” shall mean any day on which banking institutions are generally open for
business in Nevada.
“Common
Stock” means the common stock of the Company.
“Exercise
Price” shall be the price per Warrant Share at which Warrantholder is
entitled to purchase Warrant Shares upon exercise of any Warrant determined
in
accordance with Section 7 and subject to adjustment as provided in
Sections 8 and 16 hereof.
“Person”
shall mean any corporation, association, partnership, joint venture, trust,
organization, business, individual, government or political subdivision thereof
or governmental body.
“Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar
federal statute as at the time in effect, and any reference to a particular
section of such Act shall include a reference to the comparable section, if
any,
of such successor federal statute.
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Section
15.
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Notices.
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All
notices, consents, requests, waivers or other communications required or
permitted under this Agreement (each a “Notice”) shall be in writing and
shall be sufficiently given (a) if hand delivered, (b) if sent by
nationally recognized overnight courier, or (c) if sent by registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:
if
to the
Company:
000-0000
Xxxxx Xxxxx Xxxxx
Xxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attn: President
6
if
to
Warrantholder, to its address in the Subscription Agreement.
or
such
other address as shall be furnished by any of the parties hereto in a
Notice. Any Notice shall be deemed given upon receipt.
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Section
16.
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Supplements,
Amendments and Waivers; Unilateral Changes by the
Company.
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This
Agreement may be supplemented or amended only by a subsequent writing signed
by
each of the parties hereto (or their successors or permitted assigns), and
any
provision hereof may be waived only by a written instrument signed by the party
charged therewith.
The
Company shall have the right, in its sole and absolute discretion, to (i)
accelerate the exercise date of this Warrant to a date which is prior to the
eighteenth month anniversary of the date hereof and/or (ii) reduce the Exercise
Price. If the Company exercises its right hereunder, it shall provide notice
thereof to the Warrantholder.
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Section
17.
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Successors
and Assigns.
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Except
as
otherwise provided herein, the provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the successors and
permitted assigns of the parties hereto. Warrants issued under this
Agreement may be assigned by Warrantholder only to the extent such assignment
satisfies the restrictions on transfer set forth in this Agreement; any
attempted assignment of Warrants in violation of the terms hereof shall be
void
ab initio.
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Section
18.
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Termination.
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This
Agreement (other than Sections 7C, 11, and Sections 15 through 26,
inclusive, and all related definitions, all of which shall survive such
termination) shall terminate on the earlier of (i) the Warrant Expiration Date
and (ii) the date on which all Warrants have been exercised.
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Section
19.
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Governing
Law; Jurisdiction.
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A. Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be
governed by and construed in accordance with the laws of the State of Nevada
and
the federal laws of the United States and Canada applicable herein.
B. Submission
to Jurisdiction. Each party to this Agreement hereby irrevocably
and unconditionally submits, for itself and its property, to the jurisdiction
of
the State of Nevada or the province of British Columbia, and any
appellate court from any thereof, as determined by the Company in its sole
and
absolute discretion, inespect of actions brought against it as a defendant,
in
any action, suit or proceeding arising out of or relating to this Agreement
or
the Warrant Certificates and Warrants to be issued pursuant hereto, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of
any
such action, suit or proceeding may be heard and determined in such
courts. Each of the parties hereto agrees that a final judgment in
any such action, suit or proceeding shall be conclusive and may be enforced
in
other jurisdictions by suit on the judgment or in any other manner provided
by
law.
7
C. Venue. Each
party hereto irrevocably and unconditionally waives, to the fullest extent
it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any action, suit or proceeding arising out of
or
relating to this Agreement, or the Warrant Certificates and Warrants to be
issued pursuant hereto, in any court referred to in this Subsection
B. Each of the parties hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action, suit proceeding in any such court and waives any other right
to
which it may be entitled on account of its place of residence or
domicile.
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Section
20.
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Third
Party Beneficiaries.
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Each
party intends that this Agreement shall not benefit or create any right or
cause
of action in or on behalf of any Person other than the parties hereto and their
successors and permitted assigns.
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Section
21.
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Headings.
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The
headings in this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement.
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Section
22.
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Entire
Agreement.
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This
Agreement, together with the Warrant Certificates and Exhibits, constitutes
the
entire agreement and understanding between the parties hereto with respect
to
the subject matter hereof and shall supersede any prior agreements and
understandings between the parties hereto with respect to such subject
matter.
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Section
23.
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Expenses.
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Each
of
the parties hereto shall pay its own expenses and costs incurred or to be
incurred in negotiating, closing and carrying out this Agreement and in
consummating the transactions contemplated herein, except as otherwise expressly
provided for herein.
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Section
24.
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Neutral
Construction.
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The
parties to this Agreement agree that this Agreement was negotiated fairly
between them at arm’s length and that the final terms of this Agreement are the
product of the parties’ negotiations. Each party represents and
warrants that it has sought and received legal counsel of its own choosing
with
regard to the contents of this Agreement and the rights and obligations affected
hereby. The parties agree that this Agreement shall be deemed to have
been jointly and equally drafting by them, and that the provisions of this
Agreement therefore should not be construed against a party or parties on the
grounds that such party or parties drafted or was more responsible for the
drafting of any such provision(s).
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Section
25.
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Representations
and Warranties.
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The
Company hereby represents and warrants to the Warrantholder that:
(a) the
Company has all requisite corporate power and authority to (i) execute and
deliver this Agreement and (ii) issue and sell the Common Stock upon the
conversion thereof and carry out provisions of this Agreement. All
corporate action on the part of the Company, its officers,
directors
8
and
stockholders necessary for the authorization, execution and delivery of this
Agreement, the performance of all obligations of the Company hereunder, and
the
authorization (or reservation for issuance), sale and issuance of the Common
Stock to be sold hereunder has been taken or will be taken prior to the date
hereof;
(b) this
Agreement constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to
application affecting enforcement of creditor’s rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief of other equitable remedies;
(c) the
Common Stock issuable upon the conversion thereof that is being purchased
hereunder, when issued, sold and delivered in accordance with the terms of
this
Agreement for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable and will be free of restrictions on
transfer, other than restrictions on transfer under applicable state and federal
securities laws;
(d) subject
in part to the truth and accuracy of Warrantholder’s representations set forth
in Section 11 of this Agreement, the offer, sale and issuance of the Common
Stock issuable upon the conversion thereof as contemplated by this Agreement
are
exempt from the registration requirements of the Securities Act and the
qualification or registration requirements of any state securities or other
applicable blue sky laws; and
(e) the
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby will not result in any such violation,
or
be in conflict with or constitute, with or without the passage of time and
giving of notice, either a default under any such provision or an event that
results in creation of any lien, charge or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture or nonremoval
of
any material permit, license, authorization or approval applicable to the
Company, its business or operations or any of its assets or
properties.
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Section
26.
|
Counterparts.
|
This
Agreement may be executed in counterparts and by facsimile and each such
counterpart shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
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By:
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|
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Name: Xxxxxx
Xxxx
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|
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Title:
President
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9
EXHIBIT A
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE
WITH SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH, A WARRANT AGREEMENT BETWEEN AMERICAN GOLDFIELDS
INC. AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE COMPANY.
NO.
_______ CLASS B WARRANTS
FORM
OF
Class
B Warrant Certificate
This
Warrant Certificate certifies that _____________, a resident of Canada, is
the
registered holder of _______ Class B Warrants (the “Warrantholder”) to
purchase shares (the “Warrant Shares”) of Common Stock of American
Goldfields Inc. (the “Company”). Each Warrant entitles the
holder, subject to the satisfaction of the conditions to exercise set forth
in
Section 7 of the Warrant Agreement referred to below, to purchase from the
Company at any time or from time to time on and after February 6, 2008, or
such
earlier date as determined by the Company in its sole and absolute discretion
(the “Warrant Commencement Date”) and terminate on or prior to 5:00 p.m.
five years thereafter (the “Warrant Expiration Date”) one fully paid and
nonassessable Warrant Share at the Exercise Price set forth in the Warrant
Agreement. The number of Warrant Shares for which each Warrant is
exercisable and the Exercise Price are subject to adjustment as provided in
the
Warrant Agreement.
The
Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants to purchase Warrant Shares and are issued pursuant
to a Warrant Agreement, dated as of December 6, 2007 (the “Warrant
Agreement”), between the Company and ___________, which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and
is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and
Warrantholder.
Warrantholder
may exercise vested Warrants by surrendering this Warrant Certificate, with
the
Election to Purchase attached hereto properly completed and executed, together
with payment of the aggregate Exercise Price, at the offices of the Company
specified in Section 15 of the Warrant Agreement. If upon any
exercise of Warrants evidenced hereby the number of Warrants exercised
shall
10
be
less
than the total number of Warrants evidenced hereby, there shall be issued to
the
holder hereof or its assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.
This
Warrant Certificate, when surrendered at the offices of the Company specified
in
Section 15 of the Warrant Agreement, by the registered holder thereof in person,
by legal representative or by attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, for one or more other Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
The
Company may deem and treat the registered holder hereof as the absolute owner
of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof and
for
all other purposes, and the Company shall not be affected by any notice to
the
contrary.
WITNESS
the signatures of the duly authorized officers of the Company.
Dated: December
6, 2007
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By:
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Name:
Xxxxxx Xxxx
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Title:
President
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11
FORM
OF
Election
to Purchase
The
undersigned hereby irrevocably elects to exercise _________ of the Class B
Warrants evidenced by the attached Warrant Certificate to purchase Warrant
Shares, and herewith tenders (or is concurrently tendering) payment for such
Warrant Shares in an amount determined in accordance with the terms of the
Warrant Agreement. The undersigned requests that a certificate
representing such Warrant Shares be registered in the name of , whose address
is
and that such certificate be delivered to , whose address is
. If said number of Warrants is less than the number of Warrants
evidenced by the Warrant Certificate (as calculated pursuant to the Warrant
Agreement), the undersigned requests that a new Warrant Certificate evidencing
the number of Warrants evidenced by this Warrant Certificate that are not being
exercised be registered in the name of , whose address is and that
such Warrant Certificate be delivered to , whose address is .
Dated: ,
Name
of
holder of Warrant Certificate:
(Please
Print)
Address:
Signature:
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Note:
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The
above signature must correspond with the name as written in the first
sentence of the attached Warrant Certificate in every particular,
without
alteration or enlargement or any change whatever, and if the certificate
evidencing the Warrant Shares or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than that
in
which this Warrant Certificate is registered, the signature above
must be
guaranteed.
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Signature
Guaranteed: _________________________
Dated: ,
