0001213900-11-000024 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • January 5th, 2011 • American Energy Fields, Inc. • Metal mining

• Contract Type
  Registration Rights Agreement
• Filed
  January 5th, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ ___, 20 , among American Energy Fields, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE

Warrant Agreement • January 5th, 2011 • American Energy Fields, Inc. • Metal mining

• Contract Type
  Warrant Agreement
• Filed
  January 5th, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

SUBSCRIPTION AGREEMENT

Subscription Agreement • January 5th, 2011 • American Energy Fields, Inc. • Metal mining • New York

• Contract Type
  Subscription Agreement
• Filed
  January 5th, 2011
• Company
  American Energy Fields, Inc.
• Industry
  Metal mining
• Jurisdiction
  New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Energy Fields, Inc., a Delaware corporation (the “Company”) whose shares of common stock are quoted on the OTC bulletin board. The Company is conducting a private placement (the “Offering”) of a minimum of Two Million Dollars ($2,000,000) (the “Minimum Offering”) and a maximum of Ten Million Dollars ($10,000,000) (the “Maximum Offering”) of units (the “Units”) at a purchase price of $0.50 per Unit, which each Unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Shares”)and (ii) a five (5) year warrant to purchase one share of the Company’s common stock (the “Warrant Shares”), at a per share exercise price of $0.50 (the “Exercise Price’), substantially in the form attached hereto as Exhibit A (the “Warrants”). Each Subscriber will be required to p