American International Petroleum Corp /Nv/ Sample Contracts

American International Petroleum Corp /Nv/ – American International Petroleum Updates Press Release Dated February 24, 2004 Regarding Scheduled Debt Payment on Its 5% Convertible Secured Debenture Due February 18, 2004 (February 27th, 2004)

HOUSTON, TX -- 02/26/2004 -- American International Petroleum Corporation (OTC: AIPN) (the "Company") previously disclosed in its February 24, 2004 press release that the 5-day grace period expired on the deadline for payment of its approximately $6.8 million in aggregate interest and principal which was due on its 5% convertible secured debenture (the "Debenture") on February 18, 2004. The holder of the Debenture has notified the Company it believes that the aggregate amount owed to the holder of the Debenture is approximately $11.5 million. The Company believes that the excess amounts claimed by the holder may include unenforceable penalties.

American International Petroleum Corp /Nv/ – American International Petroleum Unable to Make Scheduled Debt Payment on Its 5% Convertible Secured Debenture Due February 18, 2004 (February 24th, 2004)

HOUSTON, TX -- 02/24/2004 -- American International Petroleum Corporation (OTC: AIPN) (the "Company") announced that the 5-day grace period has expired on the deadline for payment of its approximately $6.8 million in aggregate interest and principal which was due on its 5% convertible secured debenture (the "Debenture") on February 18, 2004. As a result of this default, the holder of the Debenture has the right to demand payment of all amounts outstanding to them, take action to foreclose on its security and to pursue additional recourse against the Company. The Debenture is secured by the Company's Lake Charles Refinery (the "Refinery") in Lake Charles, LA, owned by American International Refinery, Inc. ("AIRI"), a wholly owned subsidiary of the Company.

American International Petroleum Corp /Nv/ – (i) “Participant” — An individual to whom an Award has been made under the Plan. Awards may be made to any employee of, or any other individual or entity providing services to, the Company. However, incentive stock options may be granted only to individuals who are employed by the Company or by a subsidiary corporation (within the meaning of section 424(f) of the Code) of the Company, including a subsidiary that becomes such after the adoption of the Plan. (j) “Performance Period” — A multi-year period of no more than five consecutive calendar years over which one or more of the performance cr (September 30th, 2002)

The American International Petroleum Corporation AIPC Long-Term Performance Plan — 2002 (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, American International Petroleum Corporation (the “Company”). These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

American International Petroleum Corp /Nv/ – • 57,912,384 shares that they may acquire upon conversion of the Company’s 3% Convertible Debentures (“Debentures”) due April 2007 (the “Conversion Shares”) and 5,757,143 shares they may acquire in payment of twelve months interest on the Debentures and an aggregate of $3.15 million of bridge loans (the “Interest Shares”). • 5,950,000 shares (the “Warrant Shares”) that they may acquire upon exercise of outstanding warrants. We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. Based upon the foregoing, it is ou (August 13th, 2002)

We are counsel to American International Petroleum Corporation, a Nevada corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1 (the “Registration Statement”) relating to the offer and sale of 63,862,384 shares of the Company’s common stock by the selling securityholders named in the Registration Statement, including

American International Petroleum Corp /Nv/ – American International Petroleum Corporation 12% SECURED BRIDGE NOTE American International Petroleum Corporation, a Nevada corporation (together with its successors, the “Company”), for value received hereby promises to pay to: GCA Strategic Investment Fund Limited (the “Holder”) and registered assigns, the principal sum of One Million Nine Hundred Thousand Dollars ($1,900,000.00) plus accrued interest, or, if less, the principal amount of this Note then outstanding, on the Maturity Date by wire transfer of immediately available funds to the Holder in such coin or currency of the United State (August 13th, 2002)

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.

American International Petroleum Corp /Nv/ – 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 Brid (August 13th, 2002)
American International Petroleum Corp /Nv/ – 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 Mechanics of Payment 9 ARTICLE III. PAYMENT TERMS OF BRIDGE NOTE 9 Section 3.1 Ranking; Payment of Principal and Interest; Payment Mechanics 9 Section 3.2. Payment of Interest 10 Section 3.3 Intentionally Omitted 10 Section 3.4 Mandatory Prepayments 10 Section 3.5 Redemption Procedures 10 Section 3.6 Payment of Additional Amounts 11 ARTICLE IV. REPRES (August 13th, 2002)

AGREEMENT, dated as of June 18, 2002, between American International Petroleum Corporation (the “Company”) and GCA Strategic Investment Fund Limited (“Purchaser”).

American International Petroleum Corp /Nv/ – For identification only. The governing terms of this Warrant are set forth below. (August 13th, 2002)

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.

American International Petroleum Corp /Nv/ – (i) “Participant” — An individual to whom an Award has been made under the Plan. Awards may be made to any employee of, or any other individual or entity providing services to, the Company. However, incentive stock options may be granted only to individuals who are employed by the Company or by a subsidiary corporation (within the meaning of section 424(f) of the Code) of the Company, including a subsidiary that becomes such after the adoption of the Plan. (j) “Performance Period” — A multi-year period of no more than five consecutive calendar years over which one or more of the performance cr (June 4th, 2002)

The American International Petroleum Corporation 2002 Long-Term Performance Plan (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, American International Petroleum Corporation (the “Company”). These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

American International Petroleum Corp /Nv/ – • 87,000,000 shares (the “Conversion Shares”) that they may acquire upon conversion of the Company’s 3% Convertible Debentures (“Debentures”) due April 2002. • 2,500,000 shares (the “Warrant Shares”) that they may acquire upon exercise of outstanding warrants. We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. Based upon the foregoing, it is our opinion that: (August 3rd, 2001)

We are counsel to American International Petroleum Corporation, a Nevada corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on form S-1 (the “Registration Statement”) relating to the offer and sale of 71,500,000 shares of the Company’s common stock by the selling securityholders named in the Registration Statement, including

American International Petroleum Corp /Nv/ – (j) “Performance Period” — A multi-year period of no more than five consecutive calendar years over which one or more of the performance criteria listed in Section 6 shall be measured pursuant to the grant of Long-Term Performance Incentive Awards (whether such Awards take the form of stock, stock units or equivalents or cash). Performance Periods may overlap one another, but no two Performance Periods may consist solely of the same calendar years. 3. Capital Stock Available for Awards. The number of shares that may be issued under the Plan for Awards granted wholly or partly in stock during t (July 27th, 2001)

The American International Petroleum Corporation 2001 Long-Term Performance Plan (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, American International Petroleum Corporation (the “Company”). These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

American International Petroleum Corp /Nv/ – i ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER..........................................16 Section 5.1 Purchaser..................................................................16 ARTICLE VI. CONDITIONS PRECEDENT TO PURCHASE OF SECURITIES......................................17 Section 6.1 Conditions Precedent to Purchaser's Obligations to Purchase................17 Section 6.2 Conditions to the Company's Obligations....................................19 ARTICLE VII. AFFIRMATIVE COVENANTS..............................................................19 Section 7.1 Information........ (May 10th, 2001)
American International Petroleum Corp /Nv/ – AMERICAN INTERNATIONAL PETROLEUM CORPORATION 2000 STOCK OPTION PLAN (August 15th, 2000)
American International Petroleum Corp /Nv/ – AMERICAN INTERNATIONAL PETROLEUM CORPORATION 2000 Stock Award Plan 1. Purpose of the Plan. The AMERICAN INTERNATIONAL PETROLEUM CORPORATION 2000 Stock Award Plan (the “Plan”) is intended to attract, retain, motivate and reward employees and officers of, and consultants to, AMERICAN INTERNATIONAL PETROLEUM CORPORATION (the “Company”) and its Affiliates who are and will be contributing to the success of the business; to provide competitive incentive compensation opportunities; and to further opportunities for stock ownership by such employees, officers, and consultants in order to increase their (August 15th, 2000)

1.   Purpose of the Plan. The AMERICAN INTERNATIONAL PETROLEUM CORPORATION 2000 Stock Award Plan (the “Plan”) is intended to attract, retain, motivate and reward employees and officers of, and consultants to, AMERICAN INTERNATIONAL PETROLEUM CORPORATION (the “Company”) and its Affiliates who are and will be contributing to the success of the business; to provide competitive incentive compensation opportunities; and to further opportunities for stock ownership by such employees, officers, and consultants in order to increase their proprietary interest in the Company. Affiliates shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 50% or more of the voting stock or capital at the time of the granting of such award. Accordingly, the Company may from time to time, grant to selected employees, officers and consultants (“participants”) awards (“awards”) of shares of Common Stock of the Company $.08 par value (“Stock”), together with, to

American International Petroleum Corp /Nv/ – EXERCISE OF OPTION TO PURCHASE SHARES TO: American International Petroleum Corporation The undersigned hereby exercises the within Option for the purchase of ___________ shares according to the terms and conditions thereof and herewith makes payment of the exercise price in full in accordance with the terms of the Stock Option Agreement, dated as of ____________, between American International Petroleum Corporation and the undersigned. The undersigned is purchasing such shares for investment purposes only and not with a view to the sale or distribution thereof. Kindly issue the certificate for (July 28th, 2000)

THIS AGREEMENT, made as of the day of 2000, by and between AMERICAN INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation having its principal executive offices at 2950 North Loop West, Suite 1000, Houston, Texas 77092 (the “Grantor”), and           , with an address at (the “Optionee”).

American International Petroleum Corp /Nv/ – FORM OF COMMON STOCK PURCHASE WARRANT (May 15th, 2000)
American International Petroleum Corp /Nv/ – SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE (May 15th, 2000)
American International Petroleum Corp /Nv/ – FORM OF REGISTRATION RIGHTS AGREEMENT (May 15th, 2000)
American International Petroleum Corp /Nv/ – FORM OF COMMON STOCK PURCHASE WARRANT (April 14th, 2000)
American International Petroleum Corp /Nv/ – EMPLOYMENT AGREEMENT WITH GEORGE N. FARIS DATED MAY 1, 1989 (April 14th, 2000)
American International Petroleum Corp /Nv/ – SECURITY AGREEMENT (April 14th, 2000)
American International Petroleum Corp /Nv/ – CONSULTANCY AGREEMENT (March 17th, 2000)
American International Petroleum Corp /Nv/ – =============================================================================== = SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (September 9th, 1999)
American International Petroleum Corp /Nv/ – CONSULTANCY AGREEMENT (May 7th, 1999)
American International Petroleum Corp /Nv/ – 5% CONVERTIBLE SECURED DEBENTURE DUE FEBRUARY 18, 2004 (April 26th, 1999)
American International Petroleum Corp /Nv/ – STOCK OPTION AGREEMENT (March 8th, 1999)
American International Petroleum Corp /Nv/ – THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES (March 8th, 1999)
American International Petroleum Corp /Nv/ – Re: Amendment to Certain Terms of Prior Agreements (March 8th, 1999)
American International Petroleum Corp /Nv/ – STOCK OPTION AGREEMENT (March 8th, 1999)
American International Petroleum Corp /Nv/ – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (March 1st, 1999)
American International Petroleum Corp /Nv/ – REGISTRATION RIGHTS AGREEMENT (March 1st, 1999)
American International Petroleum Corp /Nv/ – MORTGAGE AND SECURITY AGREEMENT (March 1st, 1999)
American International Petroleum Corp /Nv/ – 5% CONVERTIBLE SECURED DEBENTURE DUE FEBRUARY 18, 2004 (March 1st, 1999)
American International Petroleum Corp /Nv/ – THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS (March 1st, 1999)
American International Petroleum Corp /Nv/ – CONSULTING AGREEMENT (January 4th, 1999)