REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2011 • American Energy Fields, Inc. • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2011 • American Energy Fields, Inc. • Metal mining • 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 units (the “Units”) at a purchase price of $0.50 per Unit, whereby each Unit consists 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 an additional 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 purchase a minimum of 200,000 Units, except that the Company, in its sole discretion, may accept subscriptions for less than the minimum num
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • February 23rd, 2011 • American Energy Fields, Inc. • 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.
