0001116502-10-000138 Sample Contracts

SERIES B COMMON STOCK PURCHASE WARRANT
Warrant Agreement • February 10th, 2010 • Pacific Asia Petroleum Inc • Drilling oil & gas wells

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 10, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2010 • Pacific Asia Petroleum Inc • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2010, between Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

STRICTLY CONFIDENTIAL
Placement Agent Agreement • February 10th, 2010 • Pacific Asia Petroleum Inc • Drilling oil & gas wells • New York
SERIES A COMMON STOCK PURCHASE WARRANT
Series a Common Stock Purchase Warrant • February 10th, 2010 • Pacific Asia Petroleum Inc • Drilling oil & gas wells

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 10, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the 36 month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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