ContractRegistration Rights Agreement • August 13th, 2002 • American International Petroleum Corp /Nv/ • Petroleum refining • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June ___, 2002, among American International Petroleum Corporation, a Nevada corporation (the “Company”), GCA Strategic Investment Fund Limited (the “Fund”) and Colony Park Financial, LLC (“Colony Park”). 1. Introduction. 1.1. Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which the Company has agreed, among other things, to issue a $1,900,000.00 (U.S.) principal amount Secured Bridge Note of the Company (the “Note”) to the Fund or its successors, assigns or transferees (collectively, the “Holders”). In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has issued to the Fund Common Stock Purchase Warrants exercisable for up to an aggregate of 3,600,000 shares of the Company’s common stock, $0.08 par
ContractSecured Bridge Note • August 13th, 2002 • American International Petroleum Corp /Nv/ • Petroleum refining • New York
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (B) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED.
ARTICLE I. DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Accounting Terms and Determinations 8 ARTICLE II. PURCHASE AND SALE OF SECURITIES 9 Section 2.1 Purchase and Sale of Bridge Note 9 Section 2.2 Purchase Price 9 Section 2.3 Closing and...Securities Purchase Agreement • August 13th, 2002 • American International Petroleum Corp /Nv/ • Petroleum refining • New York
ContractSecured Note Amendment • August 13th, 2002 • American International Petroleum Corp /Nv/ • Petroleum refining
Exhibit 10.18 March 31, 2002 Mr. Denis J. Fitzpatrick Chief Financial Officer American International Petroleum Corporation 2950 North Loop West, Suite 1000 Houston, TX 77092 Re: Amendment of 14% Secured Note due December 19, 2002 (the “Note”) Dear Denis: This letter sets forth the terms under which Global Capital Funding Group, L. P. (the “Holder”) will agree to amend the terms related to the payment of accrued interest on the Note by American International Petroleum Corporation (“AIPC”) (together, the “Parties”). The Parties agree that it was originally intended that the payment of accrued interest when due under the Note be allowed in cash or, at AIPC’s option, in shares of AIPC’s common stock, but the terms of the Note do not properly reflect this condition. Therefore, the Holder agrees to amend the language in the Note to enable accrued interest under the Note to be paid when due in cash, or at AIPC’s option, in shares of AIPC’s common stock. No other terms of the Note or related
ContractCommon Stock Purchase Warrant • August 13th, 2002 • American International Petroleum Corp /Nv/ • Petroleum refining
Exhibit 4.19 THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COMMON STOCK PURCHASE WARRANT
